TIDMFUM
RNS Number : 7591Y
Futura Medical PLC
17 May 2021
NEITHER THIS ANNOUNCEMENT, NOR ANY COPY OF IT, MAY BE TAKEN OR
TRANSMITTED, PUBLISHED OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, IN
WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA,
JAPAN, NEW ZEALAND OR THE REPUBLIC OF SOUTH AFRICA OR TO ANY
PERSONS IN ANY OF THOSE JURISDICTIONS OR ANY OTHER JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT
SECURITIES LAWS OF SUCH JURISDICTION.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT
CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMATION,
OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE
OR DISPOSE OF ANY SECURITIES IN ANY JURISDICTION. NEITHER THIS
ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION SHALL FORM THE BASIS
OF, OR BE RELIED ON IN CONNECTION WITH, ANY INVESTMENT DECISION IN
RESPECT OF FUTURA MEDICAL PLC. PLEASE SEE THE IMPORTANT NOTICES AT
THE OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF MARKET ABUSE REGULATION (REGULATION 596/2014) (AS
IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018, AS AMED) ("UK MAR").
17 May 2021
Futura Medical plc
("Futura" or "the Company")
Result of Placing and Retail Offer
Futura (AIM: FUM), a pharmaceutical company developing a
portfolio of innovative products based on its proprietary,
transdermal DermaSys(R) drug delivery technology and currently
focused on sexual health and pain, is pleased to announce that,
following the announcement of its proposed fundraising, it has
raised gross proceeds of GBP10 million by way of an oversubscribed
placing (the "Placing") of new ordinary shares of 0.2 pence each
(the "Ordinary Shares") in the capital of the Company (the "Placing
Shares") at a price of 40 pence per ordinary share (the "Issue
Price"). The Issue Price represents a discount of approximately
20.6 per cent. to the closing share price of an Ordinary Share on
13 May 2021, the last practicable date prior to the announcement of
the Placing.
In addition to the Placing, the Company has raised GBP2 million
by way of an offer made via PrimaryBid of new Ordinary Shares (the
"Retail Shares", together with the Placing Shares, the "New
Ordinary Shares") at the Issue Price (the "Retail Offer", together
with the Placing, the "Fundraising").
The New Ordinary Shares, when issued, will be fully paid and
will rank pari passu in all respects with the existing Ordinary
Shares of the Company.
Application will be made to the London Stock Exchange for the
admission of the New Ordinary Shares to trading on AIM
("Admission"). Subject to the satisfaction of the conditions set
out in the placing agreement entered into between the Company and
Liberum in connection with the Placing (the "Placing Agreement"),
it is currently expected that Admission will occur and that
dealings in the New Ordinary Shares will commence at 8:00 a.m. on 3
June 2021. Admission is also conditional upon the Placing Agreement
not being terminated in accordance with its terms.
Immediately following Admission, the Company's enlarged issued
share capital is expected to comprise of 287,070,971 Ordinary
Shares with voting rights in the Company, assuming that no Ordinary
Shares other than the New Ordinary Shares are issued between the
date of this Announcement and the Admission.
James Barder, CEO of Futura, said:
"We are pleased to welcome a number of new institutional
shareholders onto the register. This financing will enable the
Company to proceed with its plans to achieve MED3000 approval in
the US and launch the product in the coming months and years with
commercial partners across the EU and multiple other regions,
including many parts of Asia, where the CE Mark is recognised. With
additional scale-up and manufacturing activities that aim to
maximise profitability, as well as outlicensing partner support, we
are excited to be creating momentum around commercialisation of
MED3000 and our objective to deliver a long term and sustainable
revenue stream for shareholders."
Related Party Transaction
Lombard Odier Asset Management (Europe) Limited ("Lombard
Odier") has agreed to subscribe for 6,300,000 Placing Shares
pursuant to the Placing.
Number of Percentage Number Number of Percentage
existing of existing of Placing Ordinary of Company's
Ordinary issued share Shares allocated Shares held enlarged
Shares capital following share capital
Admission following
Admission
Lombard
Odier 52,276,284(1) 20.3% 6,300,000 58,576,284(1) 20.4%
(1) Note: In addition to this shareholding, Lombard Odier has an
interest in a further 1,521,053 Ordinary Shares by way of CFD.
The participation of Lombard Odier in the Placing constitutes a
related party transaction under the AIM Rules as it is a
substantial shareholder (within the meaning of the AIM Rules). The
directors of the Company consider, having consulted with Liberum
(the Company's nominated adviser), that the terms of the related
party transaction are fair and reasonable insofar as the Company's
shareholders ("Shareholders") are concerned.
Lombard Odier's participation in the Placing is conditional upon
certain matters and events including, amongst other things, (a)
Admission becoming effective by no later than 8:00 a.m. on 3 June
2021 (or such later time and/or date as the Company and Liberum may
agree, being not later than 8:00 a.m. on 17 June 2021); (b) the
passing of certain shareholder resolutions (the "Resolutions") to
be considered by the Shareholders at a general meeting of the
Company (the "General Meeting"); and (c) the Placing Agreement
having become unconditional and not being terminated in accordance
with its terms, prior to Admission.
Circular and General Meeting
Completion of the Fundraising is conditional (amongst other
things) upon the passing of the Resolutions at the General Meeting.
A physical General Meeting is therefore being convened for the
purpose of considering the Resolutions at 10.00 a.m. on 2 June at
Surrey Technology Centre, 40 Occam Road, Guildford, Surrey, GU2
7YG. Notice of the General Meeting will be set out in the
shareholder circular, which is currently expected to be posted to
Shareholders on or around 17 May 2021.
For further information please contact:
Futura Medical plc
James Barder, Chief Executive
Angela Hildreth, Finance Director and COO
Email: investor.relations@futuramedical.com
Tel: +44 (0) 1483 685 670
www.futuramedical.com
Nominated Adviser and Sole Broker:
Liberum
Richard Lindley/ Euan Brown/ Kane Collings
Tel: +44 (0) 20 3100 2000
For media enquiries please contact:
Optimum Strategic Communications
Mary Clark/ Eva Haas/ Hollie Vile
Email: futuramedical@optimumcomms.com
Tel: +44 (0) 20 3922 0900
Certain information contained in this announcement would have
constituted inside information (as defined by Article 7 of
Regulation (EU) No 596/2014)) prior to its release as part of this
Announcement. The person responsible for arranging the release of
this Announcement on behalf of the Company is Angela Hildreth,
Finance Director/Chief Operating Officer of the Company.
About Futura Medical plc
Futura Medical plc (AIM: FUM), is a pharmaceutical company
developing a portfolio of innovative products based on its
proprietary, transdermal DermaSys(R) technology. Each DermaSys(R)
formulation is separately patented and specifically tailored for
the selected indication and application, as well as being optimised
for clinical efficacy, safety, administration and patient
convenience. The products are developed for the prescription and
consumer healthcare markets as appropriate. Current therapeutic
areas are sexual health, including erectile dysfunction, and pain
relief. Development and commercialisation strategies are designed
to maximise product differentiation and value creation whilst
minimising risk.
MED3000 is Futura's topical gel formulation that is a
breakthrough treatment for erectile dysfunction (ED) through a
unique evaporative mode of action. Futura has conducted a Phase 3
study using MED3000 in ED, referred to as "FM57". This was a 1,000
patient, dose-ranging, multi-centre, randomised, double blind,
placebo-controlled, home use, parallel group study delivering
highly statistically significant results compared to pre-treatment
baseline, consistently meeting all co-primary endpoints of IIEF,
SEP2 and SEP3 (internationally accepted clinical trial endpoints in
ED) with over 60% of patients experiencing a clinically meaningful
improvement in their ED. MED3000 also begins to work immediately in
some patients, with 60% of patients seeing onset of their erection
within 10 minutes of application. MED3000 is CE marked in Europe
and the UK as a clinically proven topical treatment for adult men
with erectile dysfunction.
Futura is based in Guildford, Surrey, and its shares trade on
the AIM market of the London Stock Exchange.
www.futuramedical.com
IMPORTANT NOTICES
Neither this Announcement nor any copy of it, may be taken or
transmitted, published or distributed, directly or indirectly, in
whole or in part, in or into the United States, Australia, Canada,
Japan, New Zealand or the Republic of South Africa or to any
persons in any of those jurisdictions or any other jurisdiction
where to do so would constitute a violation of the relevant
securities laws of such jurisdiction. This Announcement is for
information purposes only and neither it, nor the information
contained in it, shall constitute an offer to sell or issue, or the
solicitation of an offer to buy, acquire or subscribe for any
shares in the capital of the Company in the United States,
Australia, Canada, Japan, New Zealand or the Republic of South
Africa or any other state or jurisdiction in which such offer or
solicitation is not authorised or to any person to whom it is
unlawful to make such offer or solicitation. Any failure to comply
with these restrictions may constitute a violation of securities
laws of such jurisdictions.
The New Ordinary Shares have not been and will not be registered
under the U.S. Securities Act of 1933, as amended (the "Securities
Act"), or with any securities regulatory authority or under any
securities laws of any state or other jurisdiction of the United
States and may not be offered, sold, resold, pledged, transferred
or delivered, directly or indirectly, in or into the United States
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
state or other jurisdiction of the United States.
No action has been taken by the Company or Liberum or any of
their respective directors, officers, partners, agents, employees,
affiliates, advisors, consultants or, in the case of Liberum,
persons connected with them as defined in the Financial Services
and Markets Act 2000, as amended ("FSMA") (together, "Affiliates")
that would permit an offer of the New Ordinary Shares or possession
or distribution of this Announcement or any other publicity
material relating to the Fundraising in any jurisdiction where
action for that purpose is required. Persons receiving this
Announcement are required to inform themselves about and to observe
any restrictions contained in this Announcement.
Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy
of this Announcement should seek appropriate advice before taking
any action.
This Announcement has not been approved by the Financial Conduct
Authority or the London Stock Exchange.
No offering document or prospectus will be made available in
connection with the matters contained or referred to in this
Announcement and no such offering document or prospectus is
required to be published, in accordance with Regulation (EU)
2017/1129 (the "EU Prospectus Regulation") or Regulation (EU)
2017/1129, as amended and retained in UK law on 31 December 2020 by
the European Union (Withdrawal) Act 2018 (the "EUWA") (the "UK
Prospectus Regulation"). No public offering of the Placing Shares
is being made by any person anywhere and the Company has not
authorised or consented to any such offering in relation to the
Placing Shares.
This Announcement is for information purposes only and is
directed only at: (a) in a Member State of the European Economic
Area ("EEA"), persons who are "qualified investors" within the
meaning of Article 2(e) of the EU Prospectus Regulation (as amended
and/or supplemented from time to time and includes any relevant
implementing measure in any Member State); and (b) in the United
Kingdom, persons who are "qualified investors" within the meaning
of Article 2(e) of the UK Prospectus Regulation who are also: (i)
"investment professionals" within the meaning of Article 19(5) of
the Financial Services and Markets Act 2000 (Financial Promotion)
Order 2005 (the "Order"); or (ii) persons falling within Article
49(2)(a) to (d) ("high net worth companies, unincorporated
associations, etc") of the Order; or (c) otherwise, persons to whom
it may otherwise be lawful to communicate them (all such persons in
(a), (b) and (c), together being referred to as "Relevant
Persons"). This Announcement must not be acted on or relied on by
persons who are not Relevant Persons.
This Announcement is not being distributed by, nor has it been
approved for the purposes of section 21 of FSMA by, a person
authorised under FSMA. This Announcement is being distributed and
communicated to persons in the United Kingdom only in circumstances
in which section 21(1) of FSMA does not require approval of the
communication by an authorised person.
This Announcement has been issued by, and is the sole
responsibility of, the Company. No responsibility or liability is
or will be accepted by, and no undertaking, representation or
warranty or other assurance, express or implied, is or will be made
or given by Liberum, or by any of their respective Affiliates as
to, or in relation to, the accuracy, fairness or completeness of
the information or opinions contained in this Announcement or any
other written or oral information made available to or publicly
available to any interested person or its advisers, and any
liability therefore is expressly disclaimed.
None of the information in this Announcement has been
independently verified or approved by Liberum or any of its
Affiliates. Save for any responsibilities or liabilities, if any,
imposed on Liberum by FSMA or by the regulatory regime established
under it, no responsibility or liability whatsoever whether arising
in tort, contract or otherwise, is accepted by Liberum or any of
their respective Affiliates whatsoever for the contents of the
information contained in this Announcement (including, but not
limited to, any errors, omissions or inaccuracies in the
information or any opinions) or for any other statement made or
purported to be made by or on behalf of Liberum or any of their
respective Affiliates in connection with the Company, the Placing
Shares or the Placing or for any loss, cost or damage suffered or
incurred howsoever arising, directly or indirectly, from any use of
this Announcement or its contents or otherwise in connection with
this Announcement or from any acts or omissions of the Company in
relation to the Placing. Liberum and its Affiliates accordingly
disclaim all and any responsibility and liability whatsoever,
whether arising in tort, contract or otherwise (save as referred to
above) in respect of any statements or other information contained
in this Announcement and no representation or warranty, express or
implied, is made by Liberum or any of its Affiliates as to the
accuracy, completeness or sufficiency of the information contained
in this Announcement.
Liberum, which is authorised and regulated in the United Kingdom
by the FCA and is a member of the London Stock Exchange, is acting
exclusively for the Company in connection with the Placing. Liberum
is not acting for the Company in relation to the Retail Offer nor
is it acting for any other person in connection with the matters
referred to in this Announcement and will not be responsible to
anyone other than the Company for providing the protections
afforded to clients of Liberum or for giving advice in relation to
the matters referred to in this Announcement.
Liberum has not authorised the contents of this Announcement
and, without limiting the statutory rights of any person to whom
this Announcement is issued, no representation or warranty, express
or implied, is made by Liberum as to any of the contents or the
completeness of this Announcement and Liberum does not accept
responsibility for this Announcement and accordingly disclaims all
and any liability, whether arising in tort, contract or otherwise,
which it might otherwise be found to have in respect of this
Announcement.
Certain statements in this Announcement are forward-looking
statements, which include all statements other than statements of
historical fact and which are based on the Company's expectations,
intentions and projections regarding its future performance,
anticipated events or trends and other matters that are not
historical facts. These forward-looking statements, which may use
words such as "aim", "anticipate", "believe", "could", "may",
"intend", "estimate", "expect" and words of similar meaning,
include all matters that are not historical facts. These
forward-looking statements involve risks, assumptions and
uncertainties that could cause the actual results of operations,
financial condition, liquidity and dividend policy and the
development of the industries in which the Company's businesses
operate to differ materially from the impression created by the
forward-looking statements. These statements are not guarantees of
future performance and are subject to known and unknown risks,
uncertainties and other factors that could cause actual results to
differ materially from those expressed or implied by such
forward-looking statements. Given those risks and uncertainties,
prospective investors are cautioned not to place undue reliance on
forward-looking statements. Forward-looking statements speak only
as of the date of such statements and, except as required by the
FCA, the London Stock Exchange or applicable law, the Company,
Liberum and their respective Affiliates undertakes no obligation to
update or revise publicly any forward-looking statements, whether
as a result of new information, future events or otherwise.
No statement in this Announcement is intended to be a profit
forecast and no statement in this Announcement should be
interpreted to mean that earnings per share of the Company for the
current or future financial years would necessarily match or exceed
the historical published earnings per share of the Company.
This Announcement does not identify or suggest, or purport to
identify or suggest, the risks (direct or indirect) that may be
associated with an investment in the Placing Shares. Any investment
decision to buy Placing Shares in the Placing must be made solely
on the basis of publicly available information, which has not been
independently verified by Liberum. This Announcement is not
intended to provide the basis for any decision in respect of the
Company or other evaluation of any securities of the Company or any
other entity and should not be considered as a recommendation that
any investor should subscribe for, purchase, otherwise acquire,
sell or otherwise dispose of any such securities. Recipients of
this Announcement should conduct their own investigation,
evaluation and analysis of the business, data and property
described in this Announcement. Any indication in this Announcement
of the price at which the Company's shares have been bought or sold
in the past cannot be relied upon as a guide to future performance.
The price and value of securities can go down as well as up.
The contents of this Announcement are not to be construed as
legal, business, financial or tax advice. Each shareholder or
prospective investor should consult with his or her or its own
legal adviser, business adviser, financial adviser or tax adviser
for legal, financial, business or tax advice.
In connection with the Placing, Liberum and any of their
respective Affiliates, acting as investors for their own account,
may take up a portion of the Placing Shares in the Placing as a
principal position and in that capacity may retain, purchase, sell,
offer to sell for the own accounts or otherwise deal for their own
account in such Placing Shares and other securities of the Company
or related investments in connection with the Placing or otherwise.
Accordingly, references to Placing Shares being offered, acquired,
placed or otherwise dealt in should be read as including any issue
or offer to, or acquisition, placing or dealing by, Liberum and any
of its Affiliates acting in such capacity. In addition, Liberum and
any of its Affiliates may enter into financing arrangements
(including swaps, warrants or contracts for difference) with
investors in connection with which Liberum and any of its
Affiliates may from me to me acquire, hold or dispose of shares.
Liberum does not intend to disclose the extent of any such
investment or transactions otherwise than in accordance with any
legal or regulatory obligations to do so.
The Placing Shares to be issued pursuant to the Placing will not
be admitted to trading on any stock exchange other than the London
Stock Exchange.
Neither the content of the Company's website (or any other
website) nor the content of any website accessible from hyperlinks
on the Company's website (or any other website) is incorporated
into, or forms part of, this Announcement.
UK Product Governance Requirements
Solely for the purposes of the product governance requirements
contained within the FCA Handbook Product Intervention and Product
Governance Sourcebook (the "UK Product Governance Rules"), and
disclaiming all and any liability, whether arising in tort,
contract or otherwise, which any 'manufacturer' (for the purposes
of the UK Product Governance Rules) may otherwise have with respect
thereto, the Placing Shares have been subject to a product approval
process, which has determined that the Placing Shares are: (i)
compatible with an end target market of (a) retail clients, as
defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as
it forms part of domestic law by virtue of the EUWA, (b) investors
who meet the criteria of professional clients as defined in
Regulation (EU) No 600/2014 as it forms part of domestic law by
virtue of the EUWA and (c) eligible counterparties as defined in
chapter 3 of the FCA Handbook Conduct of Business Sourcebook
("COBS"); and (ii) eligible for distribution through all
distribution channels as are permitted by Directive 2014/65/EU (the
"UK Target Market Assessment"). Notwithstanding the UK Target
Market Assessment, distributors should note that: the price of the
Placing Shares may decline and investors could lose all or part of
their investment; the Placing Shares offer no guaranteed income and
no capital protection; and an investment in the Placing Shares is
compatible only with investors who do not need a guaranteed income
or capital protection, who (either alone or in conjunction with an
appropriate financial or other adviser) are capable of evaluating
the merits and risks of such an investment and who have sufficient
resources to be able to bear any losses that may result therefrom.
The UK Target Market Assessment is without prejudice to the
requirements of any contractual, legal or regulatory selling
restrictions in relation to the Placing. Furthermore, it is noted
that, notwithstanding the UK Target Market Assessment, Liberum will
only procure investors who meet the criteria of professional
clients and eligible counterparties. For the avoidance of doubt,
the UK Target Market Assessment does not constitute: (a) an
assessment of suitability or appropriateness for the purposes of
COBS; or (b) a recommendation to any investor or group of investors
to invest in, or purchase, or take any other action whatsoever with
respect to the Placing Shares. Each distributor is responsible for
undertaking its own target market assessment in respect of the
Placing Shares and determining appropriate distribution
channels.
EU Product Governance Requirements
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the "MiFID
II Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any 'manufacturer' (for the purposes of the MiFID II Product
Governance Requirements) may otherwise have with respect thereto,
the Shares have been subject to a product approval process, which
has determined that the Shares are: (i) compatible with an end
target market of retail clients and investors who meet the criteria
of professional clients and eligible counterparties, each as
defined in MiFID II; and (ii) eligible for distribution through all
distribution channels as are permitted by MiFID II (the "EU Target
Market Assessment"). Notwithstanding the EU Target Market
Assessment, distributors should note that: the price of the Shares
may decline and investors could lose all or part of their
investment; the Shares offer no guaranteed income and no capital
protection; and an investment in the Placing Shares is compatible
only with investors who do not need a guaranteed income or capital
protection, who (either alone or in conjunction with an appropriate
financial or other adviser) are capable of evaluating the merits
and risks of such an investment and who have sufficient resources
to be able to bear any losses that may result therefrom. The EU
Target Market Assessment is without prejudice to the requirements
of any contractual, legal or regulatory selling restrictions in
relation to the placing. Furthermore, it is noted that,
notwithstanding the EU Target Market Assessment, Liberum will only
procure investors who meet the criteria of professional clients and
eligible counterparties.
For the avoidance of doubt, the EU Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase or take
any other action whatsoever with respect to the Placing Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining
appropriate distribution channels.
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END
ROISFDEFMEFSEDI
(END) Dow Jones Newswires
May 17, 2021 02:00 ET (06:00 GMT)
Futura Medical (LSE:FUM)
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