TIDMDDDD
RNS Number : 6612V
4d Pharma PLC
16 April 2021
4D pharma plc
Directors' Subscription for new Ordinary Shares
Leeds, UK - 16 April 2021 - 4D pharma plc (AIM: DDDD; Nasdaq:
LBPS) ("4D" or the "Company"), a pharmaceutical company leading the
development of Live Biotherapeutic products (LBPs), a novel class
of drug derived from the microbiome, announces that further to the
announcement released on 22 March 2021 which detailed the Company's
private placement to raise approximately $25.03 million (GBP18.01
million) (the "Fundraising"), Duncan Peyton (Chief Executive
Officer) and Alex Stevenson (Chief Scientific Officer) have agreed
to subscribe for, in aggregate, approximately $2.0 million (GBP1.44
million) of new ordinary shares of GBP0.0025 each (the
"Subscription Shares") at GBP1.10 ($1.52) per share (the
"Subscription Price").
Admission and dealings
Application has been made to the London Stock Exchange plc for
admission of the Subscription Shares to trading on AIM
("Admission") and Admission is expected occur at 8.00 a.m. on 22
April 2021.
The Subscription Shares will, when issued, be credited as fully
paid and will rank pari passu in all respects with the existing
ordinary shares of the Company, including the right to receive all
dividends or other distributions made, paid or declared in respect
of such shares after the date of issue of the new ordinary
shares.
Related party transaction
The details of the Subscription Shares are set out below:
Director Existing
Ordinary Ordinary Percentage
Shares Subscription Consideration Shares of Enlarged
currently Shares subscribed per Subscription held Share Capital
held for Share on Admission on Admission
Duncan Peyton 8,855,931(1) 658,840 GBP1.10 9,514,771 5.28%
Alex Stevenson 8,699,624(2) 658,840 GBP1.10 9,358,464 5.19%
(1) In the circular dated 26 February 2021 this was disclosed as
8,855,059
(2) In the circular dated 26 February 2021 this was disclosed as
8,698,961
The Directors' participation in the Fundraising, as set out
above, constitutes a related party transaction pursuant to Rule 13
of the AIM Rules for Companies.
The Independent Directors, being the Directors not participating
in the Subscription, having consulted with N+1 Singer, the
Company's nominated adviser, consider that the individual,
respective subscriptions by Duncan Peyton and Alex Stevenson in the
Fundraising are fair and reasonable insofar as shareholders are
concerned.
Total Voting Rights
Following Admission, 4D's enlarged issued share capital will
comprise 180,299,728 ordinary shares. The total number of voting
rights in the Company will be 180,299,728. This figure may be used
by shareholders as the denominator for the calculations by which
they will determine if they are required to notify their interest
in, or a change to their interest in, the share capital of the
Company under the Disclosure Guidance and Transparency Rules of the
Financial Conduct Authority.
Contact Information:
4D pharma
Investor Relations: ir@4dpharmaplc.com
N+1 Singer - Nominated Adviser and Joint Broker +44 (0)20 7496
3000
Philip Davies / Iqra Amin / James Fischer (Corporate
Finance)
Tom Salvesen (Corporate Broking)
Bryan Garnier & Co. Limited - Joint Broker +44 (0)20 7332
2500
Dominic Wilson / Phil Walker
Stern Investor Relations, Inc. +1-212-362-1200
Julie Seidel Julie.seidel@sternir.com
Image Box Communications +44 (0)20 8943 4685
Neil Hunter / Michelle Boxall
neil@ibcomms.agency / michelle@ibcomms.agency
Forward-Looking Statements
This announcement contains "forward-looking statements." All
statements other than statements of historical fact contained in
this announcement, including without limitation statements
regarding the admission and trading of Ordinary Shares, are
forward-looking statements within the meaning of Section 27A of the
United States Securities Act of 1933, as amended (the "Securities
Act"), and Section 21E of the United States Securities Exchange Act
of 1934, as amended (the "Exchange Act"). Forward-looking
statements are often identified by the words "believe," "expect,"
"anticipate," "plan," "intend," "foresee," "should," "would,"
"could," "may," "estimate," "outlook" and similar expressions,
including the negative thereof. The absence of these words,
however, does not mean that the statements are not forward-looking.
These forward-looking statements are based on the Company's current
expectations, beliefs and assumptions concerning future
developments and business conditions and their potential effect on
the Company. While management believes that these forward-looking
statements are reasonable as and when made, there can be no
assurance that future developments affecting the Company will be
those that it anticipates.
All of the Company's forward-looking statements involve known
and unknown risks and uncertainties, some of which are significant
or beyond its control, and assumptions that could cause actual
results to differ materially from the Company's historical
experience and its present expectations or projections. The
foregoing factors and the other risks and uncertainties that could
cause actual results to differ materially include potential delays
in the process of Admission. The Company wishes to caution you not
to place undue reliance on any forward-looking statements, which
speak only as of the date hereof. The Company undertakes no
obligation to publicly update or revise any of its forward-looking
statements after the date they are made, whether as a result of new
information, future events or otherwise, except to the extent
required by law.
1 Details of the person discharging managerial responsibilities
/ person closely associated
a) Name Duncan Peyton
-------------------------- -------------------------------------------------
2 Reason for the notification
-----------------------------------------------------------------------------
a) Position/status Chief Executive Officer
-------------------------- -------------------------------------------------
b) Initial notification Initial
/Amendment
-------------------------- -------------------------------------------------
3 Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
-----------------------------------------------------------------------------
a) Name 4D Pharma plc
-------------------------- -------------------------------------------------
b) LEI 213800O49VYSXWE2ZD52
-------------------------- -------------------------------------------------
4 Details of the transaction(s): section to be repeated for
(i) each type of instrument; (ii) each type of transaction;
(iii) each date; and (iv) each place where transactions have
been conducted
-----------------------------------------------------------------------------
a) Description of the Ordinary shares of 0.25 pence each
financial instrument,
type of instrument
GB00BJL5BR07 (Ordinary Shares)
Identification code
-------------------------- -------------------------------------------------
b) Nature of the transaction Purchase of Ordinary Shares pursuant
to the Fundraising
-------------------------- -------------------------------------------------
c) Price(s) and volume(s) Price Volume
-------------------------- ----------------------- ------------------------
110 pence per Ordinary 658,840 Ordinary Shares
Share
-------------------------- ----------------------- ------------------------
d) Aggregated information N/A
- Aggregated volume
- Price
-------------------------- -------------------------------------------------
e) Date of the transaction 15 April 2021
-------------------------- -------------------------------------------------
f) Place of the transaction Off market transaction
-------------------------- -------------------------------------------------
1 Details of the person discharging managerial responsibilities
/ person closely associated
a) Name Alex Stevenson
-------------------------- -------------------------------------------------
2 Reason for the notification
-----------------------------------------------------------------------------
a) Position/status Chief Scientific Officer
-------------------------- -------------------------------------------------
b) Initial notification Initial
/Amendment
-------------------------- -------------------------------------------------
3 Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
-----------------------------------------------------------------------------
a) Name 4D Pharma plc
-------------------------- -------------------------------------------------
b) LEI 213800O49VYSXWE2ZD52
-------------------------- -------------------------------------------------
4 Details of the transaction(s): section to be repeated for
(i) each type of instrument; (ii) each type of transaction;
(iii) each date; and (iv) each place where transactions have
been conducted
-----------------------------------------------------------------------------
a) Description of the Ordinary shares of 0.25 pence each
financial instrument,
type of instrument
GB00BJL5BR07 (Ordinary Shares)
Identification code
-------------------------- -------------------------------------------------
b) Nature of the transaction Purchase of Ordinary Shares pursuant
to the Fundraising
-------------------------- -------------------------------------------------
c) Price(s) and volume(s) Price Volume
-------------------------- ----------------------- ------------------------
110 pence per Ordinary 658,840 Ordinary Shares
Share
-------------------------- ----------------------- ------------------------
d) Aggregated information N/A
- Aggregated volume
- Price
-------------------------- -------------------------------------------------
e) Date of the transaction 15 April 2021
-------------------------- -------------------------------------------------
f) Place of the transaction Off market transaction
-------------------------- -------------------------------------------------
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END
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