NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
Summit Therapeutics plc
("Summit" or the "Company")
SUMMIT THERAPEUTICS ANNOUNCES UNDERWRITTEN PUBLIC OFFERING OF 1,459,000 AMERICAN DEPOSITARY SHARES TO RAISE US $17.5 MILLION BEFORE EXPENSES
Oxford, UK, 14 September 2017
- Summit Therapeutics plc (NASDAQ: SMMT/AIM: SUMM), the drug discovery and development company advancing therapies for Duchenne muscular dystrophy and
infection, announces an underwritten public offering of 1,459,000 American Depositary Shares ("ADSs") at a public offering price of US$12.00 per ADS, before underwriting discounts and commissions. Each ADS represents five ordinary shares of Summit and the public offering price is therefore equivalent to approximately 181.7 pence per ordinary share
. Following the offering, the ADSs will trade on the NASDAQ Global Market.
In addition, Summit has granted the underwriters an option for a period of 30 days to purchase, at the public offering price less underwriting discounts and commissions, up to an additional 218,850 ADSs. Gross proceeds from the offering are expected to be approximately US$17.5 million (or approximately US$20.1 million if the underwriters exercise in full their option to purchase additional ADSs). Closing of the offering is expected to occur on or about 18 September 2017, subject to customary closing conditions.
Canaccord Genuity Inc. and JMP Securities LLC are acting as joint lead book-running managers for the offering. Needham & Company, LLC is acting as lead manager and H.C. Wainwright & Co., LLC is acting as co-manager.
Lansdowne Partners Limited ("Lansdowne") has participated in the offering, having subscribed for 3,333,330 new ordinary shares in the form of 666,666 ADSs. Lansdowne is deemed to be a related party pursuant to the AIM Rules as it is a substantial shareholder in the Company. The directors of the Company, having consulted with the Company's nominated adviser, believe that the terms of the transaction are fair and reasonable insofar as shareholders are concerned.
Application is being made for 7,295,000 new ordinary shares in the Company, represented by the 1,459,000 ADSs to be issued at the closing of the offering, to be admitted to trading on the AIM market. It is expected that admission and dealing in these new ordinary shares will occur on or around 19 September 2017. The new ordinary shares will rank pari passu with the Company's existing ordinary shares.
The securities are being issued and sold pursuant to an effective shelf registration statement (including a base prospectus) that was previously filed with the Securities and Exchange Commission (the "SEC"). A preliminary prospectus supplement relating to and describing the terms of the offering was filed with the SEC on 13 September 2017. The final prospectus supplement relating to the offering will be filed with the SEC and will be available on the SEC's website at www.sec.gov. Copies of the final prospectus supplement and the accompanying prospectus relating to the offering may be obtained by contacting Canaccord Genuity Inc., Attention: Syndicate Department, 99 High Street, 12th Floor, Boston, Massachusetts 02110, telephone: +1 (617) 371-3900 or JMP Securities LLC, Prospectus Department, 600 Montgomery Street, 10th Floor, San Francisco, California 94111, telephone: +1 (415) 835- 8985. This press release is being issued pursuant to and in accordance with Rule 135e under the United States Securities Act of 1933, as amended (the "Securities Act").
This press release does not constitute a prospectus and does not constitute or form part of any offer or invitation to sell or issue, or the solicitation of an offer to purchase or acquire, any of the ordinary shares or ADSs or any other securities in the United States of America or in any other jurisdiction. Securities may not be offered or sold in the United States of America absent registration or an exemption from registration under the Securities Act. Any public offering of securities to be made in the United States will be made by means of a prospectus. Such prospectus will contain or incorporate by reference detailed information about the issuer and its management and financial statements. In particular, and without limitation, no offer of securities to the public (as that term is understood in the EU Prospectus Directive) is being made in the United Kingdom or in any other country in the European Economic Area which has implemented the EU Prospectus Directive.
*Based on a conversion rate of US$1.3211 to £1.00.
This announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014 (MAR).
About Summit Therapeutics
Summit is a biopharmaceutical company focused on the discovery, development and commercialization of novel medicines for indications for which there are no existing or only inadequate therapies. Summit is conducting clinical programs focused on the genetic disease Duchenne muscular dystrophy and the infectious disease Clostridium difficile infection.
For more information, please contact:
|Glyn Edwards / Richard Pye (UK office)||Tel: +44 (0)1235 443 951|
|Erik Ostrowski / Michelle Avery (US office)||+1 617 225 4455|
|Cairn Financial Advisers LLP|
|Liam Murray / Tony Rawlinson||Tel: +44 (0)20 7213 0880|
Any statements in this press release about Summit's future expectations, plans and prospects, including but not limited to, statements about whether or not Summit will consummate the offering and the anticipated use of the proceeds from the offering, and other statements containing the words "anticipate," "believe," "continue," "could," "estimate," "expect," "intend," "may," "plan," "potential," "predict," "project," "should," "target," "would," and similar expressions, constitute forward looking statements within the meaning of The Private Securities Litigation Reform Act of 1995. Actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors, including: market conditions, the satisfaction of customary closing conditions, the uncertainties inherent in the initiation of future clinical trials, availability and timing of data from on-going and future clinical trials and the results of such trials, whether preliminary results from a clinical trial will be predictive of the final results of that trial or whether results of early clinical trials or preclinical studies will be indicative of the results of later clinical trials, expectations for regulatory approvals, availability of funding sufficient for Summit's foreseeable and unforeseeable operating expenses and capital expenditure requirements and other factors discussed in the "Risk Factors" section of filings that Summit makes with the Securities and Exchange Commission, including Summit's Annual Report on Form 20-F for the fiscal year ended 31 January 2017. Accordingly, readers should not place undue reliance on forward looking statements or information. In addition, any forward-looking statements included in this press release represent Summit's views only as of the date of this release and should not be relied upon as representing Summit's views as of any subsequent date. Summit specifically disclaims any obligation to update any forward-looking statements included in this press release. Forward Looking Statements