TIDMMTPH
RNS Number : 2181S
Midatech Pharma PLC
08 March 2023
8 March 2023
Midatech Pharma PLC
("Midatech" or the "Company")
Posting of Circular and Notice of General Meeting
Proposed Share Consolidation, Authority to Allot Shares,
Disapplication of Pre-Emption Rights, Change of Name, Adoption of
New Articles and Cancellation of Admission to Trading on AIM
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, further to the Company's
announcements of 9 February and 15 February 2023, that a circular
(the "Circular") and formal Notice of General Meeting was posted to
shareholders yesterday and will be made available on the Company's
website at:
www.midatechpharma.com/investors/shareholder-information .
The Circular contains details of, inter alia, the Company's
proposed share consolidation, authority to allot ordinary shares
and to disapply pre-emption rights, change of name, adoption of New
Articles, and cancellation of the admission of the Company's
ordinary shares to trading on AIM, all of which are subject to,
inter alia, approval by shareholders at the General Meeting.
Proposed Share Consolidation
Midatech's Board is proposing a resolution at the General
Meeting to seek approval for a consolidation of the ordinary shares
of GBP0.001 each in the capital of the Company (the "Ordinary
Shares"), such that every 20 Ordinary Shares will be consolidated
into one new ordinary share of GBP0.02 nominal value each (the
"Consolidated Ordinary Shares") (the "Share Consolidation").
The Company incurs certain costs based on the number of ADSs in
issue from time to time which could be reduced if the number of
underlying Ordinary Shares and consequently ADSs were to be reduced
by way of the proposed Share Consolidation. The Board also believes
that the Share Consolidation could improve the marketability of the
Ordinary Shares and reduce volatility in the Company's share price
by potentially narrowing the spread of the bid and offer price in
respect of the Ordinary Shares.
The effective date of the Share Consolidation is expected to be
27 March 2023. Subject to receipt of shareholder approval in
respect of the Share Consolidation, holders of Ordinary Shares will
be mandatorily required to surrender their Ordinary Shares for
cancellation and in exchange receive one new Consolidated Ordinary
Share (ISIN: GB00BNGF1L75) for every 20 existing Ordinary Shares
(ISIN: GB00BKT14T00) held. No shareholder will be entitled to a
fraction of a Consolidated Ordinary Share. Instead, their
entitlement will be rounded down to the nearest whole number of
Consolidated Ordinary Shares. Fractional entitlements to
Consolidated Ordinary Shares will then be aggregated and sold in
the market following Admission on behalf of, and the proceeds of
sale applied for, the benefit of the Company.
Other than the change in nominal value, the Consolidated
Ordinary Shares arising on implementation of the Share
Consolidation will have the same rights as the existing Ordinary
Shares, including voting, dividend and other rights.
Subject to the Share Consolidation being approved by
shareholders at the General Meeting, the Company intends to change
the ratio of its ADSs from 1 ADS representing 25 Ordinary Shares to
a new ratio of 1 ADS representing 5 Ordinary Shares (the "Ratio
Change") in order to, in conjunction with the Share Consolidation,
bring the price of the ADSs into compliance with NASDAQ's US$1.00
minimum bid price per share requirement. The Company can give no
assurance that the Share Consolidation and the Ratio Change will be
successful in achieving the Company's goal of regaining compliance
with NASDAQ's minimum bid price requirement.
Proposed Authority to Allot Shares and Disapplication of
Pre-Emption Rights
As detailed in the Company's announcement of 9 February 2023,
the recent Private Placement contained provisions whereby the
effective issue price may be adjusted by way of the Price
Adjustment Mechanism with a floor price of US$0.30 per Unit, or,
subject to shareholder approval, US$0.10 per Unit, consequently
increasing the number of ADSs and/or Pre-Funded Warrants to be
issued under the Private Placement. For the avoidance of doubt, the
Price Adjustment Mechanism can only result in an increase in the
number of securities being issued pursuant to the Private
Placement, not a decrease in the subscription value or proceeds
which is fixed at an aggregate of US$6.0 million gross and has
already been received by the Company.
The Company's pre-existing authority to allot shares is
sufficient to allot the number of additional new Ordinary Shares
and/or new ADSs (including those to be issued on exercise of the
Pre-Funded Warrants) as would potentially be required pursuant to
the Price Adjustment Mechanism provided that the issue price is not
less than US$0.30. However, the Company does not currently have
sufficient authority to allot the number of new Ordinary Shares as
would be required upon exercise of the A Warrants, B Warrants,
Ladenburg Warrants and Waiver Warrants and, accordingly, all such
Warrants are subject to shareholder approval at the forthcoming
General Meeting. In addition, subject to shareholder approval being
obtained at the General Meeting, the floor price in respect of the
Price Adjustment Mechanism would be reduced to US$0.10 per Unit
and, accordingly, shareholder approval is being sought to enable
the Company to potentially allot up to the maximum number of new
Ordinary Shares as would be required should the issue price be
adjusted to US$0.10 and all Pre-Funded Warrants be exercised.
In addition, the Company is putting forward a resolution to
generally approve the allotment and issue of new Ordinary Shares,
with such authority to expire at the conclusion of the annual
general meeting of the Company to be held in 2025, representing
approximately 100 per cent. of the Company's fully diluted share
capital following Admission, assuming that the maximum number of
Pre-Funded Warrants are granted pursuant to the abovementioned
Price Adjustment Mechanism thereby adjusting the issue price to the
floor of US$0.10 per Unit.
The Board is proposing to disapply the pre-emption rights
associated with the allotment of new Ordinary Shares as described
above, subject to receiving the requisite shareholder approval.
Proposed Change of Name
Subject to approval by shareholders of the relevant resolution
at the General Meeting, Midatech's name is intended to be changed
to Biodexa Pharmaceuticals PLC on or around 27 March 2023. The new
AIM Symbol/TIDM will be "BDRX" once the name change is effected,
and the new trading symbol on NASDAQ is expected to also be
"BDRX".
Proposed AIM Cancellation and Adoption of New Articles
Subject to shareholder approval, the admission of the Ordinary
Shares to trading on AIM is intended to be cancelled (the "AIM
Cancellation"), although trading on NASDAQ in the ADSs will be
maintained.
The Board has decided to propose the AIM Cancellation for the
following reasons:
-- an increasingly smaller proportion of trading in the Ordinary
Shares is conducted on AIM compared to NASDAQ and such trend is
likely to continue following registration of the ADSs issued, and
to be issued following the potential future exercise of the
Warrants, in connection with the Private Placement;
-- the AIM Cancellation is expected to further enhance the
liquidity of trading in the Company's securities by combining on
NASDAQ the current volume of transactions from both NASDAQ and AIM,
thereby making the Company's securities more liquid and attractive
to potential investors;
-- a NASDAQ-only listing structure provides for a more
streamlined operation that better aligns with the therapeutics
companies that are Midatech's true peers;
-- the cost, management time commitment and the burden of
complying with the AIM Rules and maintaining a quotation on AIM is
duplicative of that for complying with the NASDAQ Rules and the
Company sees advantages in reducing its cost base as it progresses
its clinical programmes and commercial strategy; and
-- ADSs representing the Ordinary Shares will still be tradeable by Shareholders on NASDAQ.
The AIM Cancellation is expected to take place approximately one
month following the General Meeting (assuming the Company obtains
approval from shareholders to the AIM Cancellation), in order to
give shareholders sufficient time to convert their existing
Ordinary Shares into ADSs. Shareholders are recommended to refer to
the 'Frequently Asked Questions' document that accompanies the
Circular and is available on the Company's website, which addresses
further questions in respect of the implications of the AIM
Cancellation in relation to holdings of existing Ordinary
Shares.
In connection with the AIM Cancellation, and in order to
facilitate the sole remaining listing on NASDAQ, it is proposed
that the Company will adopt New Articles at the General Meeting.
The New Articles make a number of changes that are either
administrative in nature or reflect certain updates in applicable
law or best practice for companies with shares and ADSs admitted to
trading on NASDAQ.
General Meeting
The General Meeting has been convened for 10.00 a.m. GMT on 24
March 2023 at the Company's offices at 1 Caspian Point, Caspian
Way, Cardiff CF10 4DQ. While the Company will hold the General
Meeting at its offices, shareholders may not wish to attend the
General Meeting in person but instead be represented by the Chair
of the General Meeting acting as their proxy. Further details on
how to vote by proxy are set out in the Notice of General
Meeting.
The Circular and associated documents are also available in the
"Investors" section of the Company's website at
www.midatechpharma.com/investors/shareholder-information .
Board Recommendation
The Board considers the resolutions being tabled at the General
Meeting to be in the best interests of the Company and its
shareholders as a whole, and consequently the Directors unanimously
recommend that shareholders vote in favour of the resolutions.
Expected Timetable of Principal Events
Time and/or date
Event 2023
Publication of the Circular and Forms of 7 March
Proxy
Latest time and date for receipt of Forms 10.00 a.m. on 22
of Proxy March
General Meeting 10.00 a.m. on 24
March
Consolidation Record Date 6.00 p.m. on 24
March
Share Consolidation effective 8.00 a.m. on 27
March
Admission effective and dealings in the Consolidated 8.00 a.m. on 27
Ordinary Shares expected to commence on AIM March
CREST accounts expected to be credited with 8.00 a.m. on 27
the Consolidated Ordinary Shares (where applicable) March
Dispatch of definitive share certificates week commencing
(where applicable) in respect of the Consolidated 3 April
Ordinary Shares
Cancellation of admission of Ordinary Shares 26 April
to trading on AIM
Additional Information
The Company notes its announcement of 15 February 2023
confirming the closing of the US$6 million gross private placement
and confirms that the results of the forthcoming General Meeting
will have no impact on the Company's receipt of the net proceeds
from such fundraising.
Capitalised terms used herein shall have the same meanings as
those set out in the Circular unless the context requires
otherwise.
For more information, please contact :
Midatech Pharma PLC
Stephen Stamp, CEO, CFO
Tel: +44 (0)29 2048 0180
www.midatechpharma.com
Strand Hanson Limited (Nominated Adviser and Broker)
James Dance / Matthew Chandler / Rob Patrick
Tel: +44 (0)20 7409 3494
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)
Alyssa Factor
Tel: +1 (860) 573 9637
Email: afactor@edisongroup.com
Forward-Looking Statements
Certain statements in this announcement may constitute
"forward-looking statements" within the meaning of legislation in
the United Kingdom and/or the United States Private Securities
Litigation Reform Act. All statements contained in this
announcement that do not relate to matters of historical fact
should be considered forward-looking statements.
Reference should be made to those documents that Midatech shall
file from time to time or announcements that may be made by
Midatech in accordance with the London Stock Exchange's AIM Rules
for Companies ("AIM Rules"), the Disclosure and Transparency Rules
("DTRs") and the rules and regulations promulgated by the US
Securities and Exchange Commission, which contains and identifies
other important factors that could cause actual results to differ
materially from those contained in any projections or
forward-looking statements. These forward-looking statements speak
only as of the date of this announcement. All subsequent written
and oral forward-looking statements by or concerning Midatech are
expressly qualified in their entirety by the cautionary statements
above. Except as may be required under the AIM Rules or the DTRs or
by relevant law in the United Kingdom or the United States,
Midatech does not undertake any obligation to publicly update or
revise any forward-looking statements because of new information,
future events or otherwise arising.
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