Summit Corporation PLC : Issue of Equity

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February 11, 2014 13:29 ET

Summit Therapeutics plc

Summit Therapeutics plc

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

Summit Corporation plc

('Summit' or the 'Company')

PROPOSED FUNDRAISING OF UP TO £21 MILLION AND £1 MILLION OFFER FOR SUBSCRIPTION TO QUALIFYING SHAREHOLDERS

Oxford, UK, 11 February 2014 - Summit (AIM: SUMM), a drug discovery and development company advancing therapies for Duchenne Muscular Dystrophy and C. difficile infections, announces a conditional fundraising to raise GBP 21.0 million (USD 34.4 million) before expenses, through the issue of 323,076,924 new Ordinary Shares at a price of 6.5 pence (US 10.66c) per Ordinary Share (the "Placing Price") to certain institutional and other investors in the US and Europe.

JMP Securities LLC and N+1 Singers have acted as Placing Agents for the Company on and subject to, the terms of the respective placing agreements agreed between the Company and the respective parties.

The issue price represents a discount of approximately 37.3 per cent. to the price of 10.375 pence per share, being the closing mid-market price of the Company's Ordinary Shares on 10 February 2014.

Qualifying Shareholders will also be given an opportunity to participate in an Offer for Subscription of up to 15,384,616 new Ordinary Shares of Summit at 6.5 pence per new Ordinary Share to raise up to £1.0 million, in addition to the funds raised from the Placing.

A circular relating to the Placing and the Offer for Subscription is expected to be posted to shareholders on 12 February 2014.  The circular will contain a notice of General Meeting to approve, inter alia, the issuance of the new Ordinary Shares pursuant to the Placing and the Offer for Subscription. The meeting will be held at the offices of Fasken Martineau LLP, 17 Hanover Square, London, W1S 1HU on Friday, 28th February 2014 at 10:00 a.m.

The circular will soon be available to view on the Company's website (www.summitplc.com) and copies will also be available from the registered office of Summit, 85b Park Drive, Milton Park, Abingdon, Oxfordshire, OX14 4RY.

Lansdowne Partners Limited ("Lansdowne"),at 27.41 per cent. Shareholder, has agreed to subscribe for 89,230,770 Placing Shares being an amount that maintains its current percentage holding of the Company following the Placing.

In addition, Lansdowne is seeking to take up such number of Offer Shares in the Offer for Subscription

as will maintain its current percentage holding of the Company following the Offer for Subscription.

Lansdowne is a Substantial Shareholder under the AIM Rules and therefore the participation of

Lansdowne in the Placing constitutes a related party transaction under Rule 13 of the AIM Rules. The

Directors consider that, having consulted with Cairn, the terms of Lansdowne's participation in the

Placing are fair and reasonable in so far as Shareholders are concerned.

As part of the Placing, Mr Jim Mellon and Dr Frank Armstrong, both directors of Summit, have agreed to purchase shares, subject to the passing of the resolutions at the General Meeting, as follows:

* Jim Mellon has acquired his shares through Galloway Limited, a wholly owned trust of which Jim Mellon is a life tenant.

Following the Placing and conditional on the new ordinary shares being admitted to trading on AIM, the total issued ordinary share capital of the Company will comprise 805,843,610 ordinary shares of 1p.

For more information, please contact:

This notice does not constitute an offer to sell or the solicitation of an offer to buy the securities, nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of such jurisdiction. The securities have not been registered under the US Securities Act of 1933. Unless they are registered, the securities may be offered only in transactions that are exempt from registration under the US Securities Act of 1933.

Forward Looking Statements

This announcement contains "forward-looking statements", including, but not limited to, statements about the discovery, development and commercialisation of programme assets. These forward-looking statements are statements based on the Company's current intentions, beliefs and expectations, which include, among other things, the Company's results of operations, financial condition, prospects, growth, strategies and the industry in which the Company operates. No forward-looking statement is a guarantee of future performance and actual results could differ materially from those expressed or implied in the forward-looking statements. Accordingly, readers should not place undue reliance on forward-looking statements or information.  Forward-looking statements and information by their nature involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements or information. These include but are not limited to: adverse results in clinical or preclinical development studies; delays in obtaining regulatory approval; failure to obtain patent protection for inventions; commercial limitations imposed by patents owned or controlled by third parties; being unable to secure partnership agreements to develop and commercialise programme assets; being unable to secure the necessary funding to conduct any proposed research and development studies; and the ability to retain and recruit key personnel.  The Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statement contained in this announcement to reflect any changes in expectations with regard thereto or any changes in events, conditions or circumstances on which any such statement is based, except as required by applicable law.