TIDMDDDD
RNS Number : 8752S
4d Pharma PLC
13 July 2020
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 THE
UNITED STATES, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA,
AUSTRALIA, NEW ZEALAND OR ANY OTHER JURISDICTION WHERE TO DO SO
WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF
THAT JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF EU REGULATION 596/2014. UPON THE PUBLICATION OF
THIS ANNOUNCEMENT THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE
WITHIN THE PUBLIC DOMAIN.
4D pharma plc
("the Company" or "4D")
Result of Fundraising
4D pharma plc (AIM: DDDD), a pharmaceutical company leading the
development of Live Biotherapeutic Products ("LBPs"), announces
that, further to the announcement released yesterday, it has
successfully raised gross proceeds of approximately GBP7.7million
(approximately GBP7.3m net of expenses), through a Placing of
16,807,616 new Ordinary Shares (the "Placing Shares") and
Subscription of 5,090,784 new Ordinary Shares (the "Subscription
Shares") with certain existing and new investors at an Issue Price
of 35 pence per share.
The Placing has now closed. The Issue Price represents a 14.6
per cent. discount to the closing mid-market price of 41.0 pence on
10 July 2020, the Business Day before the announcement of the
Fundraising. The Fundraising Shares will represent approximately
16.7 per cent. of the Company's issued share capital following
completion of the Fundraising.
The Placing Shares and Subscription Shares will, when issued, be
credited as fully paid and will rank pari passu in all respects
with the Existing Ordinary Shares of the Company, including the
right to receive all dividends or other distributions made, paid or
declared in respect of such shares after the date of issue of the
new Ordinary Shares.
Directors' participation in the Fundraising
Certain of the Directors have agreed to subscribe for
Fundraising Shares at the Issue Price. The number of Fundraising
Shares subscribed for by each of these Directors pursuant to the
Fundraising, and their
resulting shareholdings on Admission, are set out below:
Director Number Number of Number of Percentage
of Existing Fundraising Consideration Ordinary of Enlarged
Ordinary Shares subscribed for Fundraising Shares held Share Capital
Shares for Shares on Admission on Admission
Duncan Peyton 7,788,407 571,428 GBP200,000 8,359,835 6.36%
Alex Stevenson 7,746,468 571,428 GBP200,000 8,317,896 6.33%
David Norwood 8,557,061 285,714 GBP100,000 8,842,775 6.73%
Axel Glasmacher Nil 30,000 GBP10,500 30,000 0.02%
Related Party Transactions
The Directors' participation in the Fundraising, as set out
above, constitutes a related party transaction pursuant to Rule 13
of the AIM Rules for Companies.
Mr. Sandy Macrae and Mr. Ed Baracchini, being the Directors not
participating in the Fundraising, having consulted with N+1 Singer,
the Company's nominated adviser, consider that the individual,
respective participations by these Directors in the Fundraising are
fair and reasonable insofar as shareholders are concerned.
As previously announced, Steve Oliveira is classified as a
substantial shareholder in the Company. Mr. Oliveira's subscription
for 4,525,142 Subscription Shares in the Fundraising constituted a
related party transaction pursuant to Rule 13 of the AIM Rules for
Companies. The Directors of the Company, having consulted with N+1
Singer, the Company's Nominated Adviser, considered the
participation in the Subscription by Steve Oliveira, through Nemean
Asset Management, LLC, to be fair and reasonable insofar as
shareholders are concerned.
Admission and dealings
Application has been made to the London Stock Exchange plc for
admission of the Fundraising Shares to trading on AIM.
It is now expected the Trade Date will be 14 July 2020 and that
Admission will occur at or before 8.00 a.m. on 16 July 2020 (or
such later time and/or date as the Joint Bookrunners may agree with
the Company but in any event not later than 8.00am on 30 July 2020)
and that dealings in the Fundraising Shares will commence at that
time. The Fundraising is conditional upon, inter alia, Admission
becoming effective. The Fundraising is also conditional on the
placing agreement between the Company, Bryan Garnier and N+1 Singer
not being terminated in accordance with its terms prior to
Admission.
Total Voting Rights
Following Admission, the Company will have 131,392,242 Ordinary
Shares in issue. This figure may be used by shareholders as the
denominator for the calculations 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. There Company holds no Ordinary Shares in
treasury.
Definitions
Capitalised terms used in this announcement shall, unless
defined in this announcement or unless the context provides
otherwise, bear the same meaning ascribed to them in the
announcement made by the Company on 13 July 2020 to announce the
launch of the Fundraising.
For further information please contact:
4D
Duncan Peyton, Chief Executive Officer
ir@4dpharmaplc.com + 44 (0)113 895 0130
N+1 Singer - Nominated Adviser, Joint Bookrunner
and Joint Broker +44 (0) 20 7496 3000
Aubrey Powell / Justin McKeegan / Iqra Amin
(Corporate Finance)
Tom Salvesen (Corporate Broking)
Bryan Garnier & Co. Limited - Joint Bookrunner
and Joint Broker +44 (0)20 7332 2500
Dominic Wilson / Phil Walker
Chardan - US Placing Agent
David Lederman (Equity Capital Markets) +1 646 465-9011
Important Notice
N+1 Singer is acting as Nominated Adviser, Joint Bookrunner and
Joint Broker and as agent of the Company for the Placing. N+1
Singer is authorised and regulated by the FCA in the United
Kingdom. N+1 Singer is acting exclusively for the Company and no
one else in connection with the Placing and N+1 Singer will not be
responsible to anyone (including any Placees) other than the
Company for providing the protections afforded to its clients or
for providing advice in relation to the Placing or any other
matters referred to in this Announcement.
Bryan Garnier & Co, Limited is acting as Joint Bookrunner
and Joint Broker and as agent of the Company for the Placing. Bryan
Garnier is authorised and regulated by the FCA in the United
Kingdom. Bryan Garnier is acting exclusively for the Company and no
one else in connection with the Placing and Bryan Garnier will not
be responsible to anyone (including any Placees) other than the
Company for providing the protections afforded to its clients or
for providing advice in relation to the Placing or any other
matters referred to in this Announcement.
Chardan is acting as the US Placement Agent of the Company for
the Subscription. Chardan is acting exclusively for the Company and
no one else in connection with the Subscription and Chardan will
not be responsible to anyone (including any Subscribers) other than
the Company for providing the protections afforded to its clients
or for providing advice in relation to the Subscription or any
other matters referred to in this Announcement.
The price of shares and any income expected from them may go
down as well as up and investors may not get back the full amount
invested upon disposal of the shares. Past performance is no guide
to future performance, and persons needing advice should consult an
independent financial adviser. No statement in this announcement is
intended to be a profit forecast, and no statement in this
announcement should be interpreted to mean that earnings per share
of the Company for the current or future financial years would
necessarily match or exceed the historical published earnings per
share of the Company.
Neither the Placing Shares nor the Subscription Shares to be
issued pursuant to the Fundraising will be admitted to trading on
any stock exchange other than on the AIM market of the London Stock
Exchange.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this announcement.
Notice to distributors
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the "MiFID
II Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the MiFID II Product
Governance Requirements) may otherwise have with respect thereto,
the Placing Shares have been subject to a product approval process,
which has determined that such securities are: (i) compatible with
an end target market of retail investors and investors who meet the
criteria of professional clients and eligible counterparties, each
as defined in MiFID II; and (ii) eligible for distribution through
all distribution channels as are permitted by MiFID II (the "Target
Market Assessment").
Notwithstanding the Target Market Assessment, distributors
should note that: the price of the Placing Shares may decline and
investors could lose all or part of their investment; Placing
Shares offer no guaranteed income and no capital protection; and an
investment in the Placing Shares is compatible only with investors
who do not need a guaranteed income or capital protection, who
(either alone or in conjunction with an appropriate financial or
other adviser) are capable of evaluating the merits and risks of
such an investment and who have sufficient resources to be able to
bear any losses that may result therefrom.
The Target Market Assessment is without prejudice to the
requirements of any contractual, legal or regulatory selling
restrictions in relation to the Placing. Furthermore, it is noted
that, notwithstanding the Target Market Assessment, N+1 Singer and
Bryan Garnier will only procure investors who meet the criteria of
professional clients and eligible counterparties. For the avoidance
of doubt, the Target Market Assessment does not constitute: (a) an
assessment of suitability or appropriateness for the purposes of
MiFID II; or (b) a recommendation to any investor or group of
investors to invest in, or purchase, or take any other action
whatsoever with respect to the Placing Shares. Each distributor is
responsible for undertaking its own target market assessment in
respect of the Placing Shares and determining appropriate
distribution channels.
1 Details of the person discharging managerial responsibilities
/ person closely associated
a) Name Duncan Peyton
-------------------------- ------------------------------------------------
2 Reason for the notification
----------------------------------------------------------------------------
a) Position/status Chief Executive Officer
-------------------------- ------------------------------------------------
b) Initial notification Initial
/Amendment
-------------------------- ------------------------------------------------
3 Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
----------------------------------------------------------------------------
a) Name 4D Pharma plc
-------------------------- ------------------------------------------------
b) LEI 213800O49VYSXWE2ZD52
-------------------------- ------------------------------------------------
4 Details of the transaction(s): section to be repeated for
(i) each type of instrument; (ii) each type of transaction;
(iii) each date; and (iv) each place where transactions have
been conducted
----------------------------------------------------------------------------
a) Description of the Ordinary shares of 0.25 pence each
financial instrument, GB00BJL5BR07 (Ordinary Shares)
type of instrument
Identification code
-------------------------- ------------------------------------------------
b) Nature of the transaction Purchase of Ordinary Shares pursuant
to the Fundraising
-------------------------- ------------------------------------------------
c) Price(s) and volume(s) Price Volume
-------------------------- ---------------------- ------------------------
35 pence per Ordinary 571,428 Ordinary Shares
Share
-------------------------- ---------------------- ------------------------
d) Aggregated information N/A
- Aggregated volume
- Price
-------------------------- ------------------------------------------------
e) Date of the transaction 14 July 2020
-------------------------- ------------------------------------------------
f) Place of the transaction Off market transaction
-------------------------- ------------------------------------------------
1 Details of the person discharging managerial responsibilities
/ person closely associated
a) Name Alex Stevenson
-------------------------- ------------------------------------------------
2 Reason for the notification
----------------------------------------------------------------------------
a) Position/status Chief Scientific Officer
-------------------------- ------------------------------------------------
b) Initial notification Initial
/Amendment
-------------------------- ------------------------------------------------
3 Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
----------------------------------------------------------------------------
a) Name 4D Pharma plc
-------------------------- ------------------------------------------------
b) LEI 213800O49VYSXWE2ZD52
-------------------------- ------------------------------------------------
4 Details of the transaction(s): section to be repeated for
(i) each type of instrument; (ii) each type of transaction;
(iii) each date; and (iv) each place where transactions have
been conducted
----------------------------------------------------------------------------
a) Description of the Ordinary shares of 0.25 pence each
financial instrument, GB00BJL5BR07 (Ordinary Shares)
type of instrument
Identification code
-------------------------- ------------------------------------------------
b) Nature of the transaction Purchase of Ordinary Shares pursuant
to the Fundraising
-------------------------- ------------------------------------------------
c) Price(s) and volume(s) Price Volume
-------------------------- ---------------------- ------------------------
35 pence per Ordinary 571,428 Ordinary Shares
Share
-------------------------- ---------------------- ------------------------
d) Aggregated information N/A
- Aggregated volume
- Price
-------------------------- ------------------------------------------------
e) Date of the transaction 14 July 2020
-------------------------- ------------------------------------------------
f) Place of the transaction Off market transaction
-------------------------- ------------------------------------------------
1 Details of the person discharging managerial responsibilities
/ person closely associated
a) Name David Norwood
-------------------------- ------------------------------------------------
2 Reason for the notification
----------------------------------------------------------------------------
a) Position/status Non-Executive Director
-------------------------- ------------------------------------------------
b) Initial notification Initial
/Amendment
-------------------------- ------------------------------------------------
3 Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
----------------------------------------------------------------------------
a) Name 4D Pharma plc
-------------------------- ------------------------------------------------
b) LEI 213800O49VYSXWE2ZD52
-------------------------- ------------------------------------------------
4 Details of the transaction(s): section to be repeated for
(i) each type of instrument; (ii) each type of transaction;
(iii) each date; and (iv) each place where transactions have
been conducted
----------------------------------------------------------------------------
a) Description of the Ordinary shares of 0.25 pence each
financial instrument, GB00BJL5BR07 (Ordinary Shares)
type of instrument
Identification code
-------------------------- ------------------------------------------------
b) Nature of the transaction Purchase of Ordinary Shares pursuant
to the Fundraising
-------------------------- ------------------------------------------------
c) Price(s) and volume(s) Price Volume
-------------------------- ---------------------- ------------------------
35 pence per Ordinary 285,714 Ordinary Shares
Share
-------------------------- ---------------------- ------------------------
d) Aggregated information N/A
- Aggregated volume
- Price
-------------------------- ------------------------------------------------
e) Date of the transaction 14 July 2020
-------------------------- ------------------------------------------------
f) Place of the transaction Off market transaction
-------------------------- ------------------------------------------------
1 Details of the person discharging managerial responsibilities
/ person closely associated
a) Name Axel Glasmacher
-------------------------- -----------------------------------------------
2 Reason for the notification
---------------------------------------------------------------------------
a) Position/status Non-Executive Chairperson
-------------------------- -----------------------------------------------
b) Initial notification Initial
/Amendment
-------------------------- -----------------------------------------------
3 Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
---------------------------------------------------------------------------
a) Name 4D Pharma plc
-------------------------- -----------------------------------------------
b) LEI 213800O49VYSXWE2ZD52
-------------------------- -----------------------------------------------
4 Details of the transaction(s): section to be repeated for
(i) each type of instrument; (ii) each type of transaction;
(iii) each date; and (iv) each place where transactions have
been conducted
---------------------------------------------------------------------------
a) Description of the Ordinary shares of 0.25 pence each
financial instrument, GB00BJL5BR07 (Ordinary Shares)
type of instrument
Identification code
-------------------------- -----------------------------------------------
b) Nature of the transaction Purchase of Ordinary Shares pursuant
to the Fundraising
-------------------------- -----------------------------------------------
c) Price(s) and volume(s) Price Volume
-------------------------- ---------------------- -----------------------
35 pence per Ordinary 30,000 Ordinary Shares
Share
-------------------------- ---------------------- -----------------------
d) Aggregated information N/A
- Aggregated volume
- Price
-------------------------- -----------------------------------------------
e) Date of the transaction 14 July 2020
-------------------------- -----------------------------------------------
f) Place of the transaction Off market transaction
-------------------------- -----------------------------------------------
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
ROIQXLFFBDLEBBZ
(END) Dow Jones Newswires
July 13, 2020 12:57 ET (16:57 GMT)
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