Motif Bio PLC - Posting of Circular and Notice of General Meeting
Posting of Circular and Notice of General Meeting
Notice of General Meeting
The General Meeting will be held at
This is in light of the Directors belief that, following the guidance received during the FDA meeting on
The purpose of the Circular is to provide Shareholders with the background to the Proposals and explain why the Directors consider them to be in the best interests of the Company and its Shareholders, and why they recommend voting in favour of the Resolutions to be proposed at the General Meeting.
General Meeting Resolutions
The Circular will include a formal notice convening the General Meeting, to consider, and if thought fit, pass the Resolutions to grant the Directors the authority to:
· sub-divide the Ordinary Shares into New Ordinary Shares;
· arrange the orderly sale and/or wind down of
· allot and issue New Ordinary Shares in connection with the Placing and other matters described in the Circular and approve the disapplication of existing pre-emption rights in relation to the same; and
· amend the articles of association in relation to the subdivision of the Ordinary Shares and the creation of a class of Deferred Shares.
Resolutions 1 to 3 are ordinary resolutions and require a simple majority of the votes cast to be in favour of the Resolutions for the Resolution to be passed. Resolutions 4 and 5 are special resolutions and require approval by not less than 75 per cent. of the votes cast.
As announced on
In addition, the following has been conditionally agreed with Hercules, subject to the approval of Shareholders of the resolutions at the General Meeting:
1. Hercules will relinquish the loan guarantee provided by the Company and relieve it of any future obligations to Hercules or
3. Hercules will be granted a perfected security interest in all of the intellectual property of
4. Hercules will receive a warrant option for an additional 20 per cent. of the Company's post capital raise outstanding ordinary shares at an exercise price of
Wind down / disposal of
The iclaprim-related assets and all other operations are owned by the Company's wholly-owned US subsidiary,
As announced on
The Placing Price is less than the nominal value of 1 penny per Ordinary Share. The Act prohibits the Company from issuing shares at a price below the nominal value. Accordingly, the Company is seeking shareholder approval to carry out a capital reorganisation through which it is proposed that each Ordinary Share will be subdivided into one new ordinary share of
Following the Capital Reorganisation, assuming the passing of the Resolutions, the number of New Ordinary Shares in issue and held by each Shareholder, will be equal to the number of Ordinary Shares currently in issue. It is simply the nominal value of the Ordinary Shares which will change to result in the New Ordinary Shares. The New Ordinary Shares will continue to carry the same rights as those attached to the existing Ordinary Shares, save for the reduction in nominal value. If the Capital Reorganisation is passed at the General Meeting, Admission of the New Ordinary Shares is expected to occur on or around
The Subdivision will necessitate changes to the description of the Company's share capital in the Current Articles as outlined below in the Notice of General Meeting.
If the Corporate Restructuring is approved by Shareholders and completes in accordance to its terms, the Company will be able to move forward as a debt-free, publicly-listed company seeking acquisition opportunities. The Company's Shareholders today will benefit from the following potential upsides:
· the proceeds from the sale of, or development and commercialisation of, the iclaprim asset above the amount required to repay the Hercules Loan (currently approximately
· growth in value of any assets or company(ies)acquired by the Company;
· relief from the liability and guarantee for the Hercules Loan; and
· reduced cost structure to support the Company's initiatives to acquire assets or a company or companies as an AIM Rule 15 cash shell.
The Company's strategy includes
The Company will also seek to acquire a substantial business that is seeking an AIM quoted platform which will constitute a reverse takeover. The Board is agnostic in relation to sector but will focus on an acquisition that can create significant value for Shareholders in the form of capital and/or dividends.
The Board will also continue to ensure that steps are taken to minimise the Company's costs and to preserve capital. This will be done through the following means:
· The size of the Board will be reduced from the current eight (8) members to three (3) members;
· The Board is expected to be comprised of two executive directors,
· Five (5) non-executive directors will be standing down from the board: Dr.
· Accrued cash fees owed to non-executive directors amounting to
· Directors have agreed to forfeit their currently outstanding vested and non-vested options; and
· All non-executive directors are expected to be issued with new warrant options in exchange for forfeiture of accrued fees and to ensure their continued interest in the success of the Company in acquiring one or more assets as an AIM Rule 15 cash shell company.
Limited Operations for the Company
· The cost structure of the Company will be constrained to the investments required to fund a process to endeavour to complete one or more acquisitions as an AIM Rule 15 cash shell plus the costs required to meet regulatory and reporting obligations;
· A limited number of full or part time employees are expected to be employed from
· Executive Directors are expected to have new employment agreements that have considerably reduced rates of cash compensation;
· Executive Directors have agreed to forfeit their existing outstanding share options. Executive Directors will be expected to receive new incentives to incentivise success in acquiring a suitable and attractive asset for the Company; and
· No funds from the Placing are expected to be used for the wind-down or disposition of Motif Inc.
De-list from Nasdaq and De-register in the US
The Company is considering de-listing from Nasdaq as well as de-registering from
Disapplication of pre-emption rights
The limited period that the Company has as an AIM Rule 15 cash shell to make an acquisition, the potential costs of maintaining a US listing and securities registration (should the Company continue to do so), the potential material costs of completing an acquisition and the constraints of a limited ability to raise equity with the currently reduced market capitalisation, support the importance for the Company to have disapplication of pre-emption rights on a larger number of shares than is typical for a
The Resolutions include the proposal for the disapplication of pre-emption rights on an aggregate of up to an additional 485,348,166 New Ordinary Shares (being an aggregate nominal value of
The Company's Ordinary Shares trade on AIM and its ADSs trade on the Nasdaq Global Market in
Action to be taken by Shareholders
Whether or not Shareholders intend to be present at the General Meeting, they are requested to complete and return the relevant Form of Proxy as soon as possible and in any event, so as to be received by the Registrar,
The Board considers the passing of the Resolutions proposed at the General Meeting to be in the best interests of the Company and its Shareholders as a whole and, accordingly, unanimously recommends that Shareholders vote in favour of the Resolutions to be proposed at the General Meeting.
Shareholders should be aware that if the Proposals are not approved by Shareholders, the Group will no longer be able to continue operations and it would be expected that trading in the Ordinary Shares would be immediately suspended.
Unless otherwise indicated, all defined terms in this announcement shall have the same meaning as described in the Circular.
This announcement contains inside information for the purposes of Article 7 of Regulation (EU) 596/2014.
For further information please contact:
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+44 (0)20 3470 0470
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+44 (0)20 7933 8780
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+49 (0)89 210 2280
Note to Editors:
The Company also has plans to develop iclaprim for hospital acquired bacterial pneumonia (HABP), including ventilator associated bacterial pneumonia (VABP), as there is a high unmet need for new therapies in this indication. A Phase 2 trial in patients with HABP has been successfully completed and a Phase 3 trial is being planned. Additionally, iclaprim has been granted orphan drug designation by the FDA for the treatment of Staphylococcus aureus lung infections in patients with cystic fibrosis and is in pre-clinical development for this indication.
Iclaprim received Qualified Infectious Disease Product (QIDP) designation from the FDA together with Fast Track status for the ABSSSI indication. If approved for the ABSSSI indication as a New Chemical Entity, iclaprim will be eligible for 10 years of market exclusivity in the
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
This information is provided by RNS, the news service of the
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