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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 SUCH JURISDI

Key Takeaway: 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 SUCH JURISDICTION. IS AN ANNOUNCEMENT UNDER RULE 2.4 OF THE CITY CODE

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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 SUCH JURISDICTION.
IS AN ANNOUNCEMENT UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE " TAKEOVER CODE") AND IS NOT AN ANNOUNCEMENT
OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE TAKEOVER CODE. THERE CAN BE NO CERTAINTY THAT SUCH AN OFFER WILL BE
MADE, NOR AS TO THE TERMS ON WHICH ANY OFFER MIGHT BE MADE.
THIS ANNOUNCEMENT CONTAINS
INSIDE INFORMATION AS DEFINED IN EU REGULATION NO. 596/2014 AND IS IN ACCORDANCE WITH THE COMPANY'S OBLIGATIONS UNDER ARTICLE 7
("Midatech" or the "Company")
Strategic Review Update including Formal
Appointment of Noble Capital Markets,
Midatech Pharma PLC (AIM: MTPH.L; Nasdaq:
MTP), a drug delivery technology company focused on improving the bio-delivery and bio-distribution of medicines announces an update
to the previously announced strategic review and the appointment of Noble as an adviser.
On 31 March 2020 the Company announced
that, as part of an ongoing strategic review prompted by prevailing conditions in the capital markets and an inability to raise
additional capital, the Board had reluctantly decided to terminate further in-house development of MTD201 and close down its MTD201
dedicated manufacturing facilities in Bilbao and offer redundancy to five employees in the UK.
to considering all options for extracting value from its technologies. These include partnering its clinical stage assets; MTD201
(for acromegaly, NET), MTX110 (for childhood brain cancers) and MTX114 (for psoriasis) and/or partnering existing and upcoming
proof of concept formulations. The Board would also consider partnering or selling one or more of its technologies, or selling
the Company by way of a 'formal sale process' (as referred to in Note 2 on Rule 2.6 of The City Code on Takeovers and Mergers (the
appointed Noble as its financial advisor to advise the Company in the search for partners and/or potential acquirors. Noble is
a full-service investment bank focused on the small-cap healthcare sector based in Boca Raton, Florida with 35 years experience
supporting emerging growth companies.
The Company confirms
that while it or its advisers have received initial enquiries from certain parties, it is not in discussions with any potential
offeror at this time and nor has the Company been in receipt of any approaches from any potential offeror at the date of this
certainty that this process will result in an offer for the issued and to be issued share capital of the Company or any form of
transaction or other development for Midatech, or the terms and timing
One of the options that
will be considered in the strategic review is a sale of the Company. The Takeover Panel has agreed that any discussions with
third parties may be conducted within the context of a formal sale process under the Takeover Code to enable conversations with
parties interested in making a proposal to take place on a confidential basis. Accordingly, the Takeover Panel has granted
a dispensation from the requirements of Rules 2.4(a), 2.4(b) and 2.6(a) of the Takeover Code such that any interested party participating
in the formal sale process will not be required to be publicly identified under Rules 2.4(a) or 2.4(b) as a result of this announcement
and will not be subject to the 28-day deadline referred to in Rule 2.6(a) of the Takeover Code for so long as it is participating
in the formal sale process.
The Board has appointed
Noble as its financial adviser with regards to the strategic review and formal sale process and Panmure Gordon (UK) Limited as
financial adviser for the purposes of Rule 3 of the Takeover Code.
Any interested party wishing
to participate in the formal sale process should contact Noble (contact details as set out below).
It is currently expected
that any interested party wishing to participate in the formal sale process will, at the appropriate time, be required to enter
into a non-disclosure agreement with Midatech on terms satisfactory to the Board and on the same terms, in all material respects,
as other interested parties, before being permitted to participate in the process. Following execution of such an agreement,
the Company intends to provide interested parties with certain information on the Group's business, following which such parties
will be invited to submit their proposals to the Company via Noble. It is the Board's current intention to complete the strategic
review by third quarter 2020 and further announcements regarding timings for the formal sale process will be made when appropriate.
Shareholders are advised
this is not a firm intention to make an offer under Rule 2.7 of the Takeover Code and there can be no certainty that any offers
will be made as a result of the formal sale process, that any sale or other transaction will be concluded, nor as to the terms
on which any offer or other transaction may be made.
The Board reserves the
right to alter any aspect of the process as outlined above or to terminate the process at any time and, in such cases, will make
further announcements as appropriate. The Board also reserves the right to reject any approach or terminate discussions with
any interested party at any time.
Following this announcement, the Company
is now considered to be in an "offer period" as defined in the Takeover Code, and the dealing disclosure requirements
listed below will apply
A further announcement regarding timings
for the formal sale process will be made in due course.
Commenting, Stephen Stamp,
CEO and CFO said "We need to evaluate all available options for extracting maximum value from Midatech's platform technologies.
I am confident that Noble is the ideal partner to help us do that for the benefit of all stakeholders".
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 Noble Capital Markets, Inc. (M&A adviser) Michel Gouy, Tel. +43 664 230 2910 Wolfgang Stoiber Tel. +1 978 697 9753 mgouy@noblelsp.com / wstoiber@noblelsp.com
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
Publication on website
A copy of this announcement
will be made available (subject to certain restrictions relating to persons resident in restricted jurisdictions) on the Company's
website at www.midatechpharma.com in accordance with Rule 26.1 of the Code by no later than 12 noon (London time) on 21 April 2020.
For the avoidance of doubt, the content of the website referred to in this announcement is not incorporated into and does not form
part of this announcement.
In accordance with Rule
2.9 of the Takeover Code, Midatech confirms that, as at the date of this announcement, it has 23,494,981 ordinary shares with par
value 0.001 in issue with International Securities Identification Number GB00BKT14T00.
requirements of the Code
Under Rule 8.3(a) of 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
Last updated: Apr 20, 2020