TIDMREDX
RNS Number : 1123D
Redx Pharma plc
14 February 2020
THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY
THE COMPANY TO CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER
THE EU MARKET ABUSE REGULATION (596/2014). UPON THE PUBLICATION OF
THE ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS
INFORMATION IS CONSIDERED TO BE IN THE PUBLIC DOMAIN
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF THAT JURISDICTION
THIS ANNOUNCEMENT IS NOT AN ANNOUNCEMENT OF A FIRM INTENTION TO
MAKE AN OFFER UNDER RULE 2.7 OF THE CITY CODE ON TAKEOVERS AND
MERGERS. THERE CAN BE NO CERTAINTY THAT AN OFFER WILL BE
FORTHCOMING
For immediate release
Redx Pharma plc
("Redx" or the "Company")
Further statement re Rule 2.6 Extension
Alderley Park, 14 February 2020 Redx Pharma (AIM: REDX), the
drug discovery and development company focused on cancer and
fibrosis announced on 31 December 2019 that it was in discussions
with a consortium of potential investors (the "Bidder") in relation
to a possible cash offer to be made by the Bidder for the entire
issued, and to be issued, share capital of Redx (the "Possible
Offer"); this would be through a specially incorporated bid
vehicle, Yesod Bio-Sciences Limited. On 28 January 2020 the Company
announced that an extension to the PUSU date had been granted to
5:00 p.m. on 14 February 2020.
In accordance with Rule 2.4(c) of the City Code on Takeovers and
Mergers (the "Code"), the Bidder was required, pursuant to Rule
2.6(a) of the Code, by 5:00 p.m. on 14 February 2020 (the "relevant
deadline"), to either (i) announce a firm intention to make an
offer for Redx in accordance with Rule 2.7 of the Code or (ii)
announce that it does not intend to make an offer for Redx.
Since the announcement on 28 January 2020, significant progress
has been made in discussions with the Bidder and therefore the
Board of Redx has, in accordance with Rule 2.6(c) of the Code,
requested a further extension to the PUSU date and the Panel on
Takeovers & Mergers (the "Panel") has consented to an extension
of the relevant deadline, until 5:00 p.m. on 28 February 2020 to
enable the parties to conclude their ongoing discussions. By this
time the Bidder must either announce a firm intention to make an
offer for Redx or announce that it does not intend to make an offer
for Redx, in which case the announcement will be treated as a
statement to which Rule 2.8 of the Code applies. This new deadline
can be extended with the consent of the Panel in accordance with
Rule 2.6(c) of the Code.
In addition to discussions with the Bidder, the Company has
continued to be in dialogue with shareholders and third-party
healthcare specialist investors regarding longer-term funding of
Redx, as well as considering options to monetise certain assets in
the portfolio. Significant progress has been made and the Board is
looking to extend the Company's working capital position beyond the
end of March 2020, through short-term debt financing.
In accordance with Rule 26.1 of the Code, a copy of this
announcement will be available on Redx's website
(www.redxpharma.com).
Further announcements will be made as and when appropriate.
For further information, please contact:
Redx Pharma Plc T: +44 1625 469
920
Lisa Anson, Chief Executive Officer
James Mead, Chief Financial Officer
Cantor Fitzgerald Europe (Nominated Adviser & T: +44 20 7894
Joint Broker) 7000
Phil Davies
WG Partners LLP (Joint Broker and Financial Adviser) T: +44 20 3705
9330
Claes Spång/Chris Lee/David Wilson
FTI Consulting T: +44 20 3727
1000
Simon Conway/Ciara Martin
Notices related to financial adviser
Cantor Fitzgerald Europe, which is authorised and regulated by
the Financial Conduct Authority in the United Kingdom, is acting
exclusively for Redx Pharma and for no one else in connection with
the subject matter of this announcement and will not be responsible
to anyone other than Redx Pharma for providing the protections
afforded to its clients or for providing advice in connection with
the subject matter of this announcement.
WG Partners LLP, which is authorised and regulated by the
Financial Conduct Authority in the United Kingdom, is acting
exclusively for Redx Pharma and for no one else in connection with
the subject matter of this announcement and will not be responsible
to anyone other than Redx Pharma for providing the protections
afforded to its clients or for providing advice in connection with
the subject matter of this announcement.
Disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover Code, any person who is
interested in 1% or more of any class of relevant securities of an
offeree company or of any securities exchange offeror (being any
offeror other than an offeror in respect of which it has been
announced that its offer is, or is likely to be, solely in cash)
must make an Opening Position Disclosure following the commencement
of the offer period and, if later, following the announcement in
which any securities exchange offeror is first identified. An
Opening Position Disclosure must contain details of the person's
interests and short positions in, and rights to subscribe for, any
relevant securities of each of (i) the offeree company and (ii) any
securities exchange offeror(s). An Opening Position Disclosure by a
person to whom Rule 8.3(a) applies must be made by no later than
3.30 pm (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 pm (London time) on the 10th business day following the
announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of
the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.
Under Rule 8.3(b) of the Takeover Code, any person who is, or
becomes, interested in 1% or more of any class of relevant
securities of the offeree company or of any securities exchange
offeror must make a Dealing Disclosure if the person deals in any
relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the
dealing concerned and of the person's interests and short positions
in, and rights to subscribe for, any relevant securities of each of
(i) the offeree company and (ii) any securities exchange
offeror(s), save to the extent that these details have previously
been disclosed under Rule 8. A Dealing Disclosure by a person to
whom Rule 8.3(b) applies must be made by no later than 3.30 pm
(London time) on the business day following the date of the
relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Panel's website at www.thetakeoverpanel.org.uk , including
details of the number of relevant securities in issue, when the
offer period commenced and when any offeror was first identified.
You should contact the Panel's Market Surveillance Unit on +44
(0)20 7638 0129 if you are in any doubt as to whether you are
required to make an Opening Position Disclosure or a Dealing
Disclosure.
Website
In accordance with Rule 26.1 of the Takeover Code, a copy of
this announcement will be available (subject to certain
restrictions relating to persons resident in restricted
jurisdictions) on Redx's website at
https://www.redxpharma.com/investors/investor-centre/ . The content
of this website is not incorporated into, and does not form part
of, this announcement.
Rule 2.9 Requirement
In accordance with Rule 2.9 of the Takeover Code, Redx confirms
that as at the date of this announcement, it has in issue
178,508,703 ordinary shares of 1p each (excluding ordinary shares
held in treasury). The International Securities Identification
Number (ISIN) of the ordinary shares is GB00BSNB6S51.
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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February 14, 2020 11:16 ET (16:16 GMT)
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