18 May 2020
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ADDITION, MARKET SOUNDINGS WERE TAKEN IN RESPECT OF THE MATTERS CONTAINED IN THIS ANNOUNCEMENT, WITH
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Midatech Pharma PLC
(“Midatech” or the “Company”)
UK Placing to Raise £1.8 million
Midatech Pharma PLC (AIM: MTPH.L; Nasdaq: MTP), a drug delivery technology company focused on improving the biodelivery
and bio‐distribution of medicines announces that it is raising gross proceeds of £1.8 million (before expenses) by
way of a placing to investors in the UK (“UK Placing”) of 6,666,666 Units (each Unit comprising one new ordinary share of
0.1p each (“Placing Share”) and one warrant (“UK Warrant”)) at an issue price of £0.27 per Unit. Concurrently with the UK
Placing, the Company announced the pricing of a registered direct offering and concurrent private placement in the United
States (the “U.S. Registered Direct Offering”) for 1,818,182 American Depositary Shares (“ADSs”) (each ADS representing
five of the Company’s Ordinary Shares) and unregistered warrant to purchase ADS’s (“ADS Warrants”), the details of which
are set out in the announcement released by the Company earlier today.
Upon the closing of the UK Placing and U.S. Registered Direct Offering, the Company will have raised gross proceeds of £4.3
million (using a GBP:USD exchange rate of 1.2199) (“Combined Proceeds”).
The issue price for each Unit represents a discount of approximately 35% to the closing middle market price of £0.415 per
existing ordinary share on 15 May 2020, being the last Business Day before this announcement.
The pricing of the UK Placing is aligned to the pricing of the US Registered Direct Offering after adjusting for the one‐forfive
ratio of ordinary shares to ADS and the GBP: USD exchange rate.
The Placing Shares and the 9,090,910 Ordinary Shares representing the ADS’s represent approximately 40 per cent. of the
issued share capital of the Company as enlarged by the UK Placing and the US Registered Direct Offering.
The allotment of the Placing Shares and the allotment of the Ordinary Shares representing the ADSs and the Ordinary
Shares underlying the UK Warrants and the ADS Warrants are being made pursuant to existing authorities to allot shares
and other relevant securities and to disapply pre‐emption rights under section 551 of the Companies Act 2006, which the
Directors were given at the Company’s General Meeting held on 2 March 2020.
The UK Placing is subject to the conditions outlined below and is expected to complete on or about Friday 22 May 2020.
Turner Pope Investments (TPI) Limited (“Turner Pope”) acted as sole agent for the UK Placing.
Use of Proceeds
The Combined Proceeds, net of fees and expenses are expected to be approximately £0.5 million ( “Aggregate Net
Proceeds”). The Aggregate Net Proceeds will be used to:
· continue to fund the clinical programme of MTX110, the Company’s product for DIPG and potentially other paediatric
brain cancers;
· the development of an internal pipeline of Q‐Sphera formulations for partnering; and
· general corporate purposes.
Taking into account available cash resources and the expected Aggregate Net Proceeds, the Company expects to have
sufficient cash resources to fund operations into 2Q 2021.
Further information on the Placing and the Warrants
The Company and Turner Pope entered into a placing agreement (“Placing Agreement”), pursuant to which Turner Pope
agreed to use its reasonable endeavours to procure placees pursuant to the UK Placing.
The Placing Agreement contains certain warranties and indemnities by the Company in favour of Turner Pope. It also
contains provisions entitling Turner Pope to terminate the Placing Agreement prior to Admission if, among other things, a
breach of any of the warranties occurs or on the occurrence of an event fundamentally and adversely affecting the position
of the Company.
The Placing is also conditional upon, inter alia:
(a) the Placing Agreement becoming unconditional in all respects (save for Admission occurring) and not having been
terminated in accordance with its terms;
(b) Admission becoming effective by no later than 8.00 a.m. on Friday 22 May 2020 (or such later time and/or date as the
Company and Turner Pope may agree (being not later than 8.30 a.m. on 19 June 2020);
The UK Placing is not conditional upon the closing of the US Registered Direct Offering and the US Registered Direct
Offering is not conditional upon the completion of the UK Placing.
Each UK Warrant will be exercisable into one Ordinary Share. The exercise price per UK Warrant is £0.34 (being a 26 per
cent. premium to the price for each Unit) and each UK Warrant shall become exercisable only in cash during the period
following the earlier of (i) the time when there is an effective registration statement to cover the ADS Warrants; and (ii)
120 days from the date of the warrant instrument adopted by the Company on 18 May 2020 (the “Warrant Instrument”),
and until the expiry of the UK Warrants on the five year and six month anniversary of the Warrant Instrument. No
application will be made for the UK Warrants to be admitted to trading on AIM.
Conditional upon Admission, the Company will issue 333,333 UK Warrants to Turner Pope (“Broker Warrants”) exercisable
in accordance with the terms of the Warrant Instrument.
Admission and total voting rights
Subject to all conditions being met, application will be been made for 15,757,576 new Ordinary Shares (“New Ordinary
Shares”) in aggregate to be admitted to trading on AIM (comprising 6,666,666 Placing Shares and 9,090,910 Ordinary Shares
representing the new ADS’s) (“Admission”). It is expected that settlement of the Placing Shares and the UK Warrants and
Admission will take place at 8.00 a.m. on or about 22 May 2020 and that dealings in the Placing Shares will commence at that
time.
When issued the New Ordinary Shares will be fully paid and will rank pari passu in all respects with the existing Ordinary
Shares.
The total number of warrants to be granted upon Admission pursuant to the UK Placing and the US Registered Direct
Offering is 16,545,455.
Following Admission, the Company’s issued share capital will consist of 39,252,557 Ordinary Shares. There are no Ordinary
Shares held in treasury. Therefore, in accordance with the FCA’s Disclosure and Transparency Rule 5.6.1, the Company
confirms that as at Admission, the total number of voting rights in the Company will be 39,252,557. Following Admission,
this figure may be used by shareholders as the denominator for the calculations by which they determine whether they are
required to notify their interest in, or a change to their interest in, Midatech under the Disclosure Guidance and Transparency Rules.
Strategic Review
The strategic review initially announced by the Company on 31 March 2020 and updated on 20 April 2020 remains ongoing.
The Company remains in an “Offer Period” as defined in the Takeover Code in relation to the previously announced Formal
Sale Process that is underway as part of the Company’s strategic review.
Commenting, Stephen Stamp, CEO and CFO said “Today’s combined US and UK fundraising does not change our priority,
that being to extract maximum value from Midatech’s platform technologies for stakeholders. What it does do is provide us
more time to deliver on some short term R&D goals and flexibility to secure long term solutions”.
For more information, please contact:
Midatech Pharma PLC
Stephen Stamp, CEO, CFO
Tel: +44 (0)1235 888300
www.midatechpharma.com
Panmure Gordon (UK) Limited (Nominated Adviser and Broker)
Freddy Crossley, Emma Earl (Corporate Finance)
James Stearns (Corporate Broking)
Tel: +44 (0)20 7886 2500
Turner Pope Investments (TPI) Limited (UK Placing Agent)
Andrew Thacker (Corporate Broking)
Tel: +44(0)20 3657 0050
IFC Advisory Limited (Financial PR and UK Investor Relations)
Tim Metcalfe / Graham Herring
Tel: +44 (0)20 3934 6630
Email: midatech@investor‐focus.co.uk
Edison Group (US Investor Relations)
Joseph Green/ Laine Yonker
Tel: (646) 653‐7030/ 7035
jgreen@edisongroup.com/ lyonker@edisongroup.com
About Midatech Pharma PLC
Midatech Pharma PLC (dual listed on LSE AIM: MTPH; and NASDAQ: MTP) is an R&D company
focused on ‘Making Medicines Better’ by improving delivery of drugs in the body. The Company
combines existing medications with its proprietary and innovative drug delivery technologies
to provide compelling oncology and rare disease products that have the potential to powerfully
impact the lives of patients undergoing treatment for life threatening diseases.
The Company has developed three in‐house technology platforms, each with its own unique
mechanism to improve delivery of medications to sites of disease. All of the Company’s
technologies have successfully entered human use in the clinic, providing important validation
of the potential for each platform:
· Q‐Sphera™ platform: a disruptive micro‐technology used for sustained release to
prolong and control the release of therapeutics over an extended period of time (from
weeks to months).
· MidaSolve™ platform: an innovative nano‐technology used to dissolve insoluble drugs
so that they can be administered in liquid form directly and locally into tumours.
· MidaCore™ platform: a leading edge nano‐technology used for targeting medications to
sites of disease.
By improving biodelivery and biodistribution of approved existing molecules, Midatech’s
unique R&D has the potential to make medicines better, lower technical risks, accelerate
regulatory approval and route to market, and provide newly patentable products. The platform
nature of the technologies allows the potential to develop multiple drug assets rather than
being reliant on a limited number of programmes.
Midatech’s technologies are supported by 36 patent families including 120 granted patents and
an additional 70 patent applications.
Midatech’s headquarters and R&D facility is in Cardiff, UK. For more information please visit
www.midatechpharma.com
Forward‐Looking Statements
Certain statements in this press release may constitute “forward‐looking statements” within
the meaning of legislation in the United Kingdom and/or United States Private Securities
Litigation Reform Act. All statements contained in this press release that do not relate to
matters of historical fact should be considered forward‐looking statements, including, but not
limited to, statements regarding statements regarding the timing and expected closing of the
proposed UK Placing and U.S. Registered Direct Offering, the use of proceeds from such
offerings, the strategic review and formal sale process.
Reference should be made to those documents that Midatech shall file from time to time or
announcements that may be made by Midatech in accordance with the London Stock Exchange
AIM Rules for Companies (“AIM Rules”), the Disclosure and Transparency Rules (“DTRs”) and
the rules and regulations promulgated by the US Securities and Exchange Commission, which
contains and identifies other important factors that could cause actual results to differ
materially from those contained in any projections or forward‐looking statements. These
forward‐looking statements speak only as of the date of this announcement. All subsequent
written and oral forward‐looking statements by or concerning Midatech are expressly qualified
in their entirety by the cautionary statements above. Except as may be required under the AIM
Rules or the DTRs or by relevant law in the United Kingdom or the United States, Midatech does
not undertake any obligation to publicly update or revise any forward‐looking statements
because of new information, future events or otherwise arising.
Disclosure requirements of the Takeover Code
Under Rule 8.3(a) of The City Code on Takeovers and Mergers (the “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 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 Takeover 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 Takeover 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.