Summit Files Registration Statement for NASDAQ Listing and US Offering of ADSs

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February 02, 2015 02:01 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")

SUMMIT FILES REGISTRATION STATEMENT FOR NASDAQ GLOBAL MARKET LISTING AND US OFFERING OF AMERICAN DEPOSITARY SHARES

Oxford, UK, 2 February 2015 - Summit (AIM: SUMM), the drug discovery and development company advancing therapies for Duchenne Muscular Dystrophy ("DMD") and C. difficile infection ("CDI"), announces that it has publicly filed a registration statement with the United States Securities and Exchange Commission (the "SEC") for a proposed offering of American Depositary Shares ("ADSs") in the United States and has applied for listing on the NASDAQ Global Market ("NASDAQ").  The Company has applied to have its ADSs listed on NASDAQ under the ticker symbol 'SMMT'.

Following completion of the offering of the ADSs, Summit ordinary shares will continue to be admitted to trading on the AIM market of the London Stock Exchange.  The proposed US offering is subject to certain resolutions being passed by the shareholders of Summit at a General Meeting that is expected to be held on or around 19 February 2015.  A circular will shortly be sent to shareholders to provide further information in relation to the proposed US offering.  The final timing, price and size of the proposed offering of ADSs has yet to be determined.

JMP Securities LLC and Oppenheimer & Co. Inc. are acting as joint book-running managers for the offering, with Needham & Company, LLC acting as lead manager.

Mr Glyn Edwards, Chief Executive Officer of Summit commented, "We believe that the United States represents one of the most important pharmaceutical markets for the development of the Company's DMD and CDI programmes.  We believe that a listing on NASDAQ will provide greater access to a large number of specialist healthcare investors in the US, and will also allow Summit and its shareholders to benefit from the additional liquidity that we anticipate a dual listing will generate."

This press release does not constitute a prospectus and does not constitute or form, and will not 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 United States Securities Act of 1933, as amended (the "Securities Act").  A registration statement relating to these securities has been filed with the SEC, but has not yet become effective.  These securities will not be sold, nor will offers to buy these securities be accepted, prior to the time the registration statement becomes effective.

Any public offering of securities to be made in the United States will be made by means of a prospectus.  Such prospectus will contain detailed information about the issuer and its management and financial statements.  When available, copies of the preliminary prospectus relating to the offering may be obtained from JMP Securities LLC, Prospectus Department, 600 Montgomery Street, 10th Floor, San Francisco, CA 94111, telephone: +1 (415) 835-8985; from Oppenheimer & Co. Inc., Syndicate Prospectus Department, 85 Broad Street, 26th Floor, New York, NY 10004, telephone: +1 (212) 667-8563 and from Needham & Company, LLC, Prospectus Department, 445 Park Avenue, 4th floor, New York, NY 10022, telephone: +1 (800) 903-3268.

This press release is being issued pursuant to and in accordance with Rule 135e under the Securities Act.

No money, securities or other consideration is being solicited, and, if sent in response to the information contained in this press release, will not be accepted.

Members of the public outside the United States will not be eligible to take part in the offering described above.

This press release is not directed to, or intended for distribution or use by, any person or entity that is a citizen or resident or located in any locality, state, country or other jurisdiction where such distribution, publication, availability or use would be contrary to law or regulation or which would require any registration or licensing within such jurisdiction.

The distribution of this press release into jurisdictions other than the UK may be restricted by law.  Persons into whose possession this announcement comes should inform themselves about and observe any such restrictions.

For readers in the United Kingdom

This communication, in so far as it constitutes an invitation or inducement to enter into investment activity (within the meaning of s21 Financial Services and Markets Act 2000 as amended) in connection with the securities which are the subject of the offering described in this press release or otherwise, is being directed only at (i) persons who are outside the United Kingdom and to whom invitation or such inducement may be lawfully addressed or (ii) persons who have professional experience in matters relating to investments who fall within Article 19(5) ("Investment professionals") of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (iii) certain high value persons and entities who fall within Article 49(2)(a) to (d) ("High net worth companies, unincorporated associations etc") of the Order; or (iv) any other person to whom it may lawfully be communicated (all such persons in (i) to (iv) together being referred to as "relevant persons"). The ADSs will only be available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such ADSs will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.

For readers in the European Union ('EU')

In any EU Member State that has implemented the Prospectus Directive, this communication is only addressed to and directed at qualified investors in that Member State within the meaning of the Prospectus Directive.  The term "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including Directive 2010/73/EU, to the extent implemented in each relevant Member State), together with any relevant implementing measure in the relevant Member State.

Summit is an Oxford, UK based drug discovery and development company targeting high-value areas of unmet medical need including Duchenne Muscular Dystrophy and C. difficile infection.  Summit is quoted on the AIM market of the London Stock Exchange and trades under the ticker symbol SUMM. Further information is available at www.summitplc.com and Summit can be followed on Twitter (@summitplc).

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