Full Press Release Details
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this Document or what action you should
take, you should immediately consult your stockbroker, bank manager, solicitor or other independent financial adviser authorised under FSMA if you are in the United Kingdom or, if not, another appropriately authorised independent financial adviser.
You should be aware that an investment in the Company involves a high degree of risk and prospective investors should in particular carefully consider the section entitled Risk Factors set out in Part II of this Document.
If you have sold or otherwise transferred, or you sell or otherwise transfer, all of your holding of ordinary shares in Summit Therapeutics PLC please send
this Document together with the accompanying Form of Proxy at once to the purchaser or transferee or to the stockbroker, bank or other agent through or by whom the sale or transfer was or is effected, for onward delivery to the purchaser or
The whole of this Document should be read. Your attention is drawn to the letter from the Chairman of the Company, which is set out in
Part I of this Document and which recommends that, to the extent you are entitled to do so, you vote in favour of the Resolutions to be proposed at the General Meeting.
Neither the Placing nor the Subscription constitutes an offer of transferable securities to the public (within the meaning of section 102B of FSMA) requiring
an approved prospectus under section 85 of FSMA and accordingly this Document does not constitute a prospectus for the purpose of the Prospectus Rules of the UK Financial Conduct Authority or an admission document for the purpose of the AIM Rules.
Accordingly, this Document has not been, and will not be, reviewed or approved by the UK Financial Conduct Authority pursuant to sections 85 and 87 of FSMA, the London Stock Exchange or any other authority or regulatory body and has not been
approved for the purposes of Section 21 of FSMA. In addition, this Document does not constitute an admission document drawn up in accordance with the AIM Rules and this Document shall not constitute an offer to sell or a solicitation of an
offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful.
Summit Therapeutics PLC
(Incorporated and registered in England and Wales under number 05197494)
Proposed Fundraising comprising a Subscription and a Placing of 175,378,450 New Ordinary Shares in aggregate at a price of 22.1 pence per
New Ordinary Share and Issue of Investor Warrants
Approval of a waiver of obligations under Rule 9 of the Takeover Code
Cancellation of trading on AIM
Copies of this Document are available free of charge during normal business hours on any weekday (except Saturdays, Sundays and public holidays) from Summit
Therapeutics PLC s registered office from the date of this Document to the date of admission of the New Ordinary Shares.
Application will be made
for the New Ordinary Shares to be admitted to trading on the AIM market of the London Stock Exchange. Subject to certain conditions being satisfied, including the passing of the Resolutions at the General Meeting, it is expected that admission to
trading on AIM and dealings in the New Ordinary Shares will commence on or around 30 December 2019.
AIM is a market designed for emerging or smaller companies to which a higher investment risk tends to be
attached than to larger or more established companies. AIM securities are not admitted to the Official List of the United Kingdom Listing Authority. A prospective investor should be aware of the risks of investing in such companies and should make
the decision to invest only after careful consideration, and if appropriate, consultation with a financial adviser.
Cairn Financial Advisers LLP is
authorised and regulated by the UK Financial Conduct Authority and is acting exclusively for the Company as financial adviser and adviser pursuant to rule 3 of the Code in connection with the Fundraising and the Rule 9 Waiver respectively and for no
one else and will not be responsible to anyone other than the Company for providing the protections afforded to its customers or for affording advice in relation to the matters referred herein. Cairn Financial Advisers LLP does not accept any
liability whatsoever for the accuracy or opinions contained in this Document (or for omission of any material information) and shall not be responsible for the contents of this Document.
Nplus1 Singer Advisory LLP is authorised and regulated by the UK Financial Conduct Authority and is acting for the Company as a Broker and for no one else in
connection with the Fundraising and will not be responsible to anyone other than the Company for providing the protections afforded to its customers or for affording advice in relation to the matters referred herein. N+1 Singer does not accept any
liability whatsoever for the accuracy or opinions contained in this Document (or for omission of any material information) and shall not be responsible for the contents of this Document. No person should construe the contents of this Document as
legal, tax or financial advice and recipients of this Document should consult their own advisers as to the matters described in this Document. The contents of the Company s website or any website directly or indirectly linked to the
Company s website do not form part of this Document.
Notice of a General Meeting of Summit Therapeutics PLC to be held at the offices of CMS Cameron
McKenna Nabarro Olswang LLP at Cannon Place, 78 Cannon Street, London, EC4N 6AF at 10.30 a.m. on 23 December 2019 is set out at the end of this Document. Shareholders will find enclosed with this Document a Form of Proxy for use at the General
Meeting. If you do not intend on being present at the General Meeting, please complete the Form of Proxy in accordance with the instructions thereon and return it as soon as possible but, in any event, so as to be received by Link Asset Services,
PXS, 34 Beckenham Road, Beckenham, Kent BR3 4TU at least 48 hours before the time appointed for the General Meeting.
None of the New Ordinary Shares, the
Investor Warrants, the Form of Proxy, this Document or any other document connected with the Fundraising have been or will be approved or disapproved by the US Securities and Exchange Commission or by the securities commissions of any state or other
jurisdiction of the United States or any other regulatory authority, nor have any of the foregoing authorities or any securities commission passed comment upon or endorsed the merits of the offering of the New Ordinary Shares and the Investor
Warrants, the Form of Proxy, or the accuracy or adequacy of this Document or any other document connected with the Fundraising. Any representation to the contrary is a criminal offence. The distribution of this Document and the Form of Proxy in
jurisdictions other than the UK may be restricted by law and therefore persons into whose possession this Document and/or the Form of Proxy come should inform themselves about and observe any such restrictions. Any failure to comply with any such
restrictions may constitute a violation of the securities laws or regulations of such jurisdictions.
The New Ordinary Shares and the Investor Warrants
have not been registered under the US Securities Act 1933 (as amended) (the Securities Act ) or under the applicable securities laws of any state or other jurisdiction of the United States or any of the other Restricted
Jurisdictions (such jurisdictions being the United States, Australia, Canada, Japan, New Zealand and South Africa and any other jurisdiction where the extension or availability of the Fundraising would breach any applicable law). The New
Ordinary Shares and the Investor Warrants may not be offered, sold, taken up, resold, transferred or delivered, directly or indirectly, within, into or in the United States, or any Restricted Jurisdiction or to any national resident or citizen of,
or any corporation, partnership or other entity created or organised under the laws of any Restricted Jurisdiction, except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities
Act and in compliance with the securities laws of any relevant state or other jurisdiction of the United States and any relevant Restricted Jurisdiction. The Subscription Shares and the related Investor Warrants are being offered and sold to an
accredited investor pursuant to an exemption from registration under Regulation D of the Securities Act, and the Placing Shares and the related Investor Warrants are being offered and sold outside of the United States in offshore transactions
pursuant to Regulation S of the Securities Act. The Placing Shares and the related Investor Warrants may not be offered or sold, directly or indirectly, in or into the United States or to, or for the account or benefit of, a U.S. Person (as defined
in Regulation S of the Securities Act), except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There will be no public offering of the New Ordinary Shares or the
Investor Warrants in the United States.
Notice to overseas persons
None of the New Ordinary Shares or the Investor Warrants have been registered under the Securities Act or under the securities legislation of any state or
other jurisdiction of the United States. The distribution of this Document in certain jurisdictions other than the United Kingdom may be restricted by law and therefore persons into whose possession this Document comes should inform themselves about
and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
It is the responsibility of any person receiving a copy of this Document outside the United Kingdom to satisfy himself as to the full observance of the laws
and regulatory requirements of the relevant territory in connection therewith, including obtaining any governmental or other consents which may be required or observing any other formalities required to be observed in such territory and paying any
other issue, transfer or other taxes due in such other territory.
Cautionary note regarding forward-looking statements
This Document contains certain statements about Summit Therapeutics PLC and certain of its current plans, goals and expectations relating to its future
financial condition and performance and which involve a number of risks and uncertainties. The Company cautions readers that no forward-looking statements are a guarantee of future performance and that actual results could differ materially from
those contained in such forward-looking statements. All statements, other than statements of historical facts, included in this Document including statements about the completion of the proposed sale of New Ordinary Shares and the Investor Warrants,
development and potential commercialisation of Summit Therapeutics PLC product candidates, the therapeutic potential of Summit Therapeutics PLC preclinical and clinical product candidates, the timing of initiation, completion and availability of
data from clinical trials, the potential of the Discuva Platform, the potential benefits and future operation of the collaboration with Eurofarma Laborat rios SA, the awards from BARDA and CARB-X,
including any potential future payments thereunder, any other potential third-party collaborations and expectations regarding the sufficiency of our cash balance and any proceeds from the sale of the New Ordinary Shares and the Investor Warrants to
fund operating expenses and capital expenditures, and other statements preceded or followed by, or that include, the words targets , plans , believes ,
expects , aims , intends , will , may , should , anticipates ,
estimates , projects or words or terms of similar substance or the negative thereof, are or may be forward-looking statements. Forward-looking statements also include statements relating to the
following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects and (ii) business and management strategies and the
expansion and growth of the operations of Summit Therapeutics PLC. These forward-looking statements are not guarantees of future performance and have not been reviewed by the auditors of Summit Therapeutics PLC. By their nature, forward-looking
statements involve known and unknown risks, uncertainties and other factors (a number of which are beyond the Company s control) which may cause the actual results, performance or achievements of any such person, or industry results, to be
materially different from any results, performance or achievements expressed or implied by such forward-looking statements. (These factors are discussed in the Risk Factors section of filings that Summit Therapeutics PLC makes with the
Securities and Exchange Commission, including its Annual Report on Form 20-F for the fiscal year ended 31 January 2019.) These forward-looking statements are based on assumptions regarding the present and
future business strategies of Summit Therapeutics PLC and the environment in which it will operate in the future. Investors should not place undue reliance on such forward-looking statements and, save as is required by law or regulation (including
to meet the requirements of the AIM Rules, the Disclosure Guidance and Transparency Rules and/or the Prospectus Rules), Summit Therapeutics PLC does not undertake any obligation to update publicly or revise any forward-looking statements (including
to reflect any change in expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based). All subsequent oral or written forward-looking statements attributed to Summit Therapeutics PLC or
any persons acting on its behalf are expressly qualified in their entirety by the cautionary statement above. All forward-looking statements contained in this Document are based on information available to the Directors of Summit Therapeutics PLC at
the date of this Document, unless some other time is specified in relation to them, and the posting or receipt of this Document shall not give rise to any implication that there has been no change in the facts set forth herein since such date.
| Page | ||||
| Definitions | 5 | |||
| Directors, Secretary and Advisers | 9 | |||
| Expected Timetable of Principal Events | 10 | |||
| Fundraising Statistics | 10 | |||
| Part I Letter from the Chairman of Summit Therapeutics PLC | 11 | |||
| Part II Risk Factors | 32 | |||
| Part III Information on the Concert Party | 43 | |||
| Part IV Further Disclosure Required by the Takeover Code | 50 | |||
| Part V Financial Information Incorporated by Reference | 56 | |||
| Part VI Additional Information | 58 | |||
| Notice of General Meeting | 70 |
| Act | the Companies Act 2006, as amended from time to time | |
| Admission | admission of the New Ordinary Shares to trading on AIM, such admission becoming effective in accordance with the AIM Rules | |
| ADS | one American Depositary Share, representing five Ordinary Shares | |
| AIM AIM Delisting | the market of the same name operated by the London Stock Exchange the proposed cancellation of admission of the Ordinary Shares to trading on AIM as described in Part I of this Document | |
| AIM Rules | the AIM rules for Companies and their Nominated Advisers, published by the London Stock Exchange (as amended from time to time) | |
| Articles | the articles of association of the Company as adopted by special resolution passed on 19 February 2015 and as amended by a special resolution passed on 14 July 2015 | |
| Board Restructuring | the proposed appointments of each of Robert W. Duggan, Dr Ventzislav Stefanov, Dr Elaine Stracker and Manmeet Soni as non-executive directors of the Company, the appointment of Glyn Edwards as Chairman of the Board in addition to his existing role of Chief Executive Officer, and the resignation of each of Frank Armstrong, Leopoldo Zambeletti and David Wurzer as Directors, in each case with effect from Admission | |
| Broker | N+1 Singer | |
| Business Day | a day (other than a Saturday or Sunday) on which commercial banks are open for general business in London, England | |
| Cancellation Resolution | the resolution numbered 4, as set out in the Notice of General Meeting | |
| Cairn | Cairn Financial Advisers LLP, nominated adviser and financial adviser to the Company pursuant to Rule 3 of the Takeover Code | |
| Company or Summit | Summit Therapeutics PLC, a public limited company incorporated in England and Wales with registered number 05197494 and registered office at 136a Eastern Avenue, Milton Park, Abingdon, Oxfordshire OX14 4SB, United Kingdom | |
| Concert Party | collectively, the Subscriber, the Proposed Directors and MZA | |
| Consultancy Agreement | the consultancy agreement entered into between Summit and MZA dated 6 December 2019, further details of which are set out in paragraph 5(e) of Part VI of this Document |
| Consultant Warrants | the warrants to be issued to MZA pursuant to the terms of the Consultancy Agreement | |
| CREST | the electronic settlement system for paperless settlement of trades of UK and Irish securities operated by Euroclear UK & Ireland Limited | |
| Directors or Board | the directors of the Company as at the date of this Document, whose names are set out on page 8 of this Document | |
| Document | this Document, including the Notice of General Meeting appended to it | |
| Enlarged Share Capital | the Existing Ordinary Shares and the New Ordinary Shares in issue immediately following Admission | |
| Exchange Act | The U.S. Securities Exchange Act of 1934 | |
| Existing Ordinary Shares | each Ordinary Share in issue as at the date of this Document | |
| Form of Proxy | the form of proxy accompanying this Document for use at the General Meeting | |
| FSMA | the Financial Services and Markets Act 2000, as amended from time to time | |
| Fundraising Fundraising Resolutions | the fundraising for the Company comprising the Subscription and the Placing the resolutions numbered 1 to 3, inclusive, as set out in the Notice of General Meeting | |
| General Meeting or GM | the general meeting of the Company to be held at the offices of CMS Cameron McKenna Nabarro Olswang LLP at Cannon Place, 78 Cannon Street, London EC4N 6AF at 10.30 a.m. on 23 December 2019, notice of which is set out at the end of this Document | |
| Group | the Company and its subsidiary undertakings | |
| Independent Shareholders | the holders of Existing Ordinary Shares other than any member of the Concert Party | |
| Investors | Shareholders participating in the Subscription and the Placing | |
| Investor Warrants | the warrants to subscribe for up to 26,306,765 Ordinary Shares granted pursuant to the warrant instrument executed by the Company on 6 December 2019, further details of which are set out in paragraph 5(b) of Part VI of this Document | |
| Link or Registrars | Link Asset Services, a trading name for Link Market Services Limited, being the Company s registrars | |
| London Stock Exchange | London Stock Exchange PLC | |
| MZA or Consultant | Maky Zanganeh & Associates, Inc. |
| Nasdaq | Nasdaq Stock Market | |
| New Ordinary Shares | the 175,378,450 new Ordinary Shares to be issued and allotted pursuant to the Fundraising | |
| Notice of General Meeting | the notice of General Meeting set out at the end of this Document | |
| N+1 Singer | Nplus1 Singer Advisory LLP, together with its associate, Nplus1 Singer Capital Markets Ltd, acting as a broker to the Company and placing agent with regard to the Placing | |
| Ordinary Shares | ordinary shares of one penny each in the capital of the Company | |
| Panel | the Panel on Takeovers and Mergers | |
| Placee(s) | any person who has conditionally agreed to subscribe for Placing Shares | |
| Placing | the conditional placing, by the Broker, as agent of and on behalf of the Company, of the Placing Shares and certain Investor Warrants on the terms and subject to the conditions contained in the Placing Agreement | |
| Placing Agreement | the agreement dated 6 December 2019 between the Company and the Brokers relating to the Placing, further details of which are set out in paragraph 5(c) of Part VI of this Document | |
| Placing Price | 22.1 pence per New Ordinary Share | |
| Placing Shares | the 9,221,400 new Ordinary Shares to be issued to Placees pursuant to the Placing | |
| Proposed Directors | Ventzislav Stefanov, Elaine Stracker and Manmeet Soni | |
| Resolutions | the resolutions to be proposed at the General Meeting, as set out in the Notice of General Meeting | |
| RIS | a regulatory information service approved by the Financial Conduct Authority for the distribution to the public of regulatory announcements | |
| Rule 9 | Rule 9 of the Takeover Code | |
| Rule 9 Waiver or Waiver | the waiver of Rule 9 that would otherwise be applicable in respect of the Subscription as agreed by the Panel in the context of the Fundraising and to be approved by the Independent Shareholders as set out in Resolution 3 | |
| Shareholders | holders of Ordinary Shares and ADSs | |
| Subscriber | Mr Robert W. Duggan | |
| Subscription | the proposed subscription by the Subscriber for the Subscription Shares and certain Investor Warrants, according to the terms of the Subscription Agreement |
| Subscription Agreement or Securities Purchase Agreement | the securities purchase agreement dated 6 December 2019 between the Subscriber and the Company relating to the Subscription, further details of which are set out in paragraph 5(a) of Part VI of this Document | |
| Subscription Price | 22.1 pence per New Ordinary Share | |
| Subscription Shares | the 166,157,050 New Ordinary Shares to be issued to the Subscriber pursuant to the Subscription | |
| Takeover Code or Code | the City Code on Takeovers and Mergers issued by the Panel | |
| UK or United Kingdom | the United Kingdom of Great Britain and Northern Ireland | |
| or pounds or GBP | Great British pounds, the basic unit of currency in the United Kingdom | |
| $ or dollars or USD | United States dollars, the basic unit of currency in the United States of America |
DIRECTORS, SECRETARY AND ADVISERS
| Directors | Frank Armstrong, Non-executive Chairman Glyn Edwards, Chief Executive Officer Leopoldo Zambeletti, Non-executive Director David Wurzer, Non-executive Director | |
| Company Secretary | Melissa Strange | |
| Nominated Adviser and financial adviser to the Company pursuant to Rule 3 of the Code | Cairn Financial Advisers LLP Cheyne House, Crown Court 62-63 Cheapside London EC2V 6AX United Kingdom | |
| UK legal adviser to the Company | CMS Cameron McKenna Nabarro Olswang LLP Cannon Place 78 Cannon Street London EC4N 6AF United Kingdom | |
| US legal adviser to the Company | Wilmer Cutler Pickering Hale and Dorr LLP 7 World Trade Center 250 Greenwich Street New York, NY 10007 United States of America | |
| Broker | N+1 Singer One Bartholomew Lane London EC2N 2AX United Kingdom | |
| Registrars | Link Asset Services 34 Beckenham Road Beckenham Kent, BR3 4TU United Kingdom | |
| Website | www.Summitplc.com |
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
| Announcement of the Fundraising | 6 December 2019 | |
| Publication of this Document and the Form of Proxy | 6 December 2019 | |
| Latest time and date for receipt of the Form of Proxy | 10.30 a.m. on 19 December 2019 | |
| General Meeting | 10.30 a.m. on 23 December 2019 | |
| Result of General Meeting announced via RIS | 23 December 2019 | |
| Expected date of Admission and commencement of dealings in the New Ordinary Shares on AIM | 8.00 a.m. on 30 December 2019 | |
| Expected date of the cancellation of admission of the Ordinary Shares to trading on AIM | 7.00 a.m. on 24 February 2020 |
FUNDRAISING STATISTICS
| Subscription and Placing Price per New Ordinary Share | 22.1 pence | |||
| Number of Existing Ordinary Shares in issue at the date of this Document | 160,494,758 | |||
| Number of New Ordinary Shares being issued under the Subscription | 166,157,050 | |||
| Number of New Ordinary Shares being issued under the Placing | 9,221,400 | |||
| Enlarged Share Capital immediately following the Fundraising* | 335,873,208 | |||
| New Ordinary Shares as a percentage of the Enlarged Share Capital* | 52.22 | % | ||
| Gross Proceeds of the Fundraising | $ | 50,000,000 | ||
| Estimated net proceeds pursuant to the Fundraising | $ | 49,300,000 |
| Gross proceeds of the Subscription | 36.7 million | $ | 47.4 million | |||||
| Gross proceeds of the Placing | 2.1 million | $ | 2.6 million | |||||
| Aggregate gross proceeds of the Fundraising | 38.8 million | $ | 50.0 million |
LETTER FROM THE CHAIRMAN OF SUMMIT THERAPEUTICS PLC
(Incorporated and registered in England and Wales with registered no. 05197494)
| Directors | Registered office: | |
| Frank Armstrong, Non-executive Chairman | 136a Eastern Avenue | |
| Glyn Edwards, Chief Executive Officer | Milton Park | |
| Leopoldo Zambeletti, Non-executive Director | Abingdon | |
| David Wurzer, Non-executive Director | Oxfordshire | |
| OX14 4SB UK |
To all Shareholders and to the holders of ADSs and, for information, to holders of options over Ordinary Shares
Proposed Fundraising comprising a Subscription and Placing of 175,378,450 New Ordinary Shares at a price of 22.1 pence per New Ordinary
Issue of Investor Warrants