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Press Release

Summit Therapeutics Announces a Proposed Placing To Raise Up To £15.0 Million

Summit Therapeutics
Posted on: 28 Mar 18

Oxford, UK, 27 March 2018 – Summit Therapeutics plc (NASDAQ: SMMT, AIM: SUMM) announces a proposed placing of up to 8,333,333 new Ordinary Shares of 1 penny each in the Company (the “Placing Shares”) to raise gross proceeds of up to £15.0 million, before expenses, for the Company (the “Placing”). It is intended that the price at which the Placing Shares are to be issued (“Placing Price”) will be 180 pence per Placing Share. The Placing Shares will be issued on a non-pre-emptive basis, within the Company’s existing share allotment authorities, to existing and new investors. 

 

Highlights

 

  • The Placing Price of 180 pence per Placing Share represents a discount of 5.3% to the closing mid-market price on 26 March 2018 of 190 pence per Ordinary Share.
  • The maximum number of Placing Shares, if issued, will represent approximately 10.2% of the Company’s number of issued shares as enlarged by the Placing.
  • The Company expects to use the net proceeds of the Placing to:
    • accelerate preparatory activities for a placebo controlled clinical trial for ezutromid, and for a potential regulatory filing of ezutromid based on the 48-week results from the ongoing Phase 2 clinical trial called PhaseOut DMD;
    • continue development of the Company’s utrophin modulator and infectious disease pipeline activities; and
    • support initiation of the Phase 3 clinical trials of ridinilazole for C. difficile infection (“CDI”) that are planned to commence in Q1 2019.
  • The Placing will be conducted by way of an accelerated bookbuilding process (the “Bookbuild”) which will be launched immediately following this Announcement in accordance with the Terms and Conditions set out in Appendix II.
  • The Placing, which is not underwritten, is within the Company’s existing share allotment authorities granted at its prior annual general meeting.
  • The Placing Shares are being offered and are being sold outside the United States in an offshore transaction pursuant to Regulation S of the US Securities Act of 1933.
  • Panmure Gordon (UK) Limited (“Panmure Gordon”) and Nplus1 Singer Advisory LLP (together with its affiliates, “N+1 Singer”) are acting as Joint Brokers and Joint Bookrunners to the Company in relation to the Placing. Cairn Financial LLP (“Cairn”) is acting as Nominated Adviser to the Company.

    

 

Glyn Edwards, Chief Executive Officer of Summit, commented: “Summit recently announced positive interim 24-week data from our PhaseOut DMD clinical trial which showed that ezutromid significantly reduced muscle damage and inflammation in patients with DMD. We look forward to the full 48-week trial data in the third quarter of 2018 which could further support the disease modifying potential of ezutromid as a treatment for all patients with DMD.”

 

“The funds from this placing will provide us clinical and regulatory flexibility as we seek to rapidly advance ezutromid and bring this potentially transformational therapy to patients as quickly as possible.”

 

Market abuse regulation

Market Soundings, as defined in the Market Abuse Regulation (“MAR”), were taken in respect of the proposed Placing with the result that certain persons became aware of inside information, as permitted by MAR. That inside information in relation to the Placing is set out in this Announcement and has been disclosed as soon as possible in accordance with paragraph 7 of article 17 of MAR. Therefore, those persons that received inside information in a Market Sounding are no longer in possession of inside information relating to the Company and its securities.

 

Regulation S of the US Securities Act

This Announcement 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 were offered and are being sold outside the United States in offshore transactions pursuant to Regulation S of the US Securities Act of 1933. The securities have not been registered under the US Securities Act of 1933. The securities may not be offered or sold in the United States of America absent registration or an exemption from registration requirements under the US Securities Act of 1933.

 

The important notice and the Appendices below form part of this Announcement. Further information about the Placing is set out in Appendix I. The Terms and Conditions of the Placing are included in Appendix II, and capitalised terms not otherwise defined in the text of this Announcement are defined in Appendix III.

 

 

Contacts

 

Summit

 

 

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 (Nominated Adviser)

Tel:

+44 (0)20 7213 0880

Liam Murray / Tony Rawlinson

 

 

 

 

 

N+1 Singer (Joint Broker)

Tel:

+44 (0)20 7496 3000

Aubrey Powell / Jen Boorer

 

 

 

 

 

Panmure Gordon (Joint Broker)

Tel:

+44 (0)20 7886 2500

Freddy Crossley / Ryan McCarthy, Corporate Finance

 

 

Tom Salvesen, Corporate Broking

 

 

 

 

 

MacDougall Biomedical Communications (US)

Tel:

+1 781 235 3060

Karen Sharma

 

ksharma@macbiocom.com

 

 

 

Consilium Strategic Communications (UK)

Tel:

+44 (0)20 3709 5700

Mary-Jane Elliott / Jessica Hodgson /

 

summit@consilium-comms.com

Philippa Gardner

 

 

 

 

 

 

 

Important notice

 

Neither the contents of the Company's website nor the contents of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into, or forms part of, this Announcement.

This Announcement does not constitute, or form part of, a prospectus relating to the Company, nor does it constitute or contain any invitation or offer to any person, or any public offer, to subscribe for, purchase or otherwise acquire any shares in the Company or advise persons to do so in any jurisdiction, nor shall it, or any part of it form the basis of or be relied on in connection with any contract or as an inducement to enter into any contract or commitment with the Company.

 

The content of this Announcement has not been approved by an authorised person within the meaning of the Financial Services and Markets Act 2000 ("FSMA"). This Announcement has been issued by and is the sole responsibility of the Company. The information in this Announcement is subject to change.

 

The Placing Shares are being offered and are being sold outside the United States in offshore transactions pursuant to Regulation S of the US Securities Act of 1933. This Announcement does not constitute an offer to sell, or a solicitation of offers to purchase or subscribe for, securities in the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and 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 under the Securities Act), except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. No public offering of securities is being made in the United States. Any public offering of securities to be made in the United States may be made only by means of a prospectus obtained from the issuer that contains detailed information about the issuer and its management and financial statements. This Announcement is not for release, publication or distribution, directly or indirectly, in or into the United States, Australia, Canada, Japan, the Republic of South Africa or any jurisdiction where to do so might constitute a violation of local securities laws or regulations (a "Prohibited Jurisdiction"). This Announcement and the information contained herein are not for release, publication or distribution, directly or indirectly, to persons in a Prohibited Jurisdiction unless permitted pursuant to an exemption under the relevant local law or regulation in any such jurisdiction.

 

This Announcement is directed only at persons whose ordinary activities involve them in acquiring, holding, managing and disposing of investments (as principal or agent) for the purposes of their business and who have professional experience in matters relating to investments and: (i) if in a member state of the European Economic Area, are, unless otherwise agreed with the Joint Bookrunners, qualified investors within the meaning of article 2(1)(e) of the Prospectus Directive ("Qualified Investors"); and (ii) if in the United Kingdom, fall within: (a) article 19(5) (investment professionals) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"); (b) article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the Order; or (c) any other person to whom it may lawfully be communicated (all such persons together being referred to as "Relevant Persons"). This Announcement must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this Announcement relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.

 

Panmure Gordon is authorised and regulated by the Financial Conduct Authority in the United Kingdom. Panmure Gordon is acting solely as joint broker and joint bookrunner exclusively for the Company and no one else in connection with the contents of this Announcement and will not regard any other person (whether or not a recipient of this Announcement) as its client in relation to the contents of this Announcement nor will it be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the contents of this Announcement. Apart from the responsibilities and liabilities, if any, which may be imposed on Panmure Gordon by FSMA or the regulatory regime established thereunder, Panmure Gordon accepts no responsibility whatsoever, and makes no representation or warranty, express or implied, for the contents of this Announcement including its accuracy, completeness or verification or for any other statement made or purported to be made by it, or on behalf of it, the Company or any other person, in connection with the Company and the contents of this Announcement, whether as to the past or the future. Panmure Gordon accordingly disclaims all and any liability whatsoever, whether arising in tort, contract or otherwise (save as referred to above), which it might otherwise have in respect of the contents of this Announcement or any such statement.

 

N+1 Singer is authorised and regulated by the Financial Conduct Authority in the United Kingdom. N+1 Singer is acting solely as joint broker and joint bookrunner exclusively for the Company and no one else in connection with the contents of this Announcement and will not regard any other person (whether or not a recipient of this Announcement) as its client in relation to the contents of this Announcement nor will it be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the contents of this Announcement. Apart from the responsibilities and liabilities, if any, which may be imposed on N+1 Singer by FSMA or the regulatory regime established thereunder, N+1 Singer accepts no responsibility whatsoever, and makes no representation or warranty, express or implied, for the contents of this Announcement including its accuracy, completeness or verification or for any other statement made or purported to be made by it, or on behalf of it, the Company or any other person, in connection with the Company and the contents of this Announcement, whether as to the past or the future. N+1 Singer accordingly disclaims all and any liability whatsoever, whether arising in tort, contract or otherwise (save as referred to above), which it might otherwise have in respect of the contents of this Announcement or any such statement.

 

Cairn is authorised and regulated by the Financial Conduct Authority in the United Kingdom. Cairn is acting solely as nominated adviser exclusively for the Company and no one else in connection with the contents of this Announcement and will not regard any other person (whether or not a recipient of this Announcement) as its client in relation to the contents of this Announcement nor will it be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the contents of this Announcement. Apart from the responsibilities and liabilities, if any, which may be imposed on Cairn by FSMA or the regulatory regime established thereunder, Cairn accepts no responsibility whatsoever, and makes no representation or warranty, express or implied, for the contents of this Announcement including its accuracy, completeness or verification or for any other statement made or purported to be made by it, or on behalf of it, the Company or any other person, in connection with the Company and the contents of this Announcement, whether as to the past or the future. Cairn accordingly disclaims all and any liability whatsoever, whether arising in tort, contract or otherwise (save as referred to above), which it might otherwise have in respect of the contents of this Announcement or any such statement.

 

In connection with the Placing, the Bookrunners and any of its respective affiliates, acting as investors for their own accounts, may subscribe for or purchase ordinary shares in the Company ("Ordinary Shares") and, in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such Ordinary Shares and other securities of the Company or related investments in connection with the Placing or otherwise. Accordingly, references to the Ordinary Shares being offered, subscribed, acquired, placed or otherwise dealt in should be read as including any offer to, or subscription, acquisition, placing or dealing by the Bookrunners and any of its respective affiliates acting as investors for their own accounts. In addition, the Bookrunners or its respective affiliates may enter into financing arrangements and swaps in connection with which it or its affiliates may from time to time acquire, hold or dispose of Ordinary Shares. The Bookrunners have no intention to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

Editor's Details

Mike Wood
PharmiWeb.com
www.pharmiweb.com
editor@pharmiweb.com

Last updated on: 28/03/2018

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