NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
Summit Therapeutics plc
("Summit" or the "Company")
SUMMIT THERAPEUTICS ANNOUNCES PRICING OF U.S. INITIAL PUBLIC OFFERING AND NASDAQ GLOBAL MARKET LISTING
Oxford, UK, 5 March 2015 - Summit Therapeutics plc (AIM: SUMM), the drug discovery and development company advancing therapies for Duchenne muscular dystrophy and C. difficile infection, announces the pricing of its underwritten initial public offering of 3,450,000 American Depositary Shares ("ADSs") at a public offering price of $9.90 per ADS, before underwriting discounts and commissions. The ADSs have been approved for listing on the NASDAQ Global Market and are expected to begin trading today under the ticker symbol "SMMT". Summit's ordinary shares will continue to trade on the AIM market of the London Stock Exchange following the offering.
In addition, Summit has granted the underwriters an option for a period of 30 days to purchase, at the public offering price less underwriting discounts and commissions, up to an additional 517,500 ADSs to cover any over-allotments. Each ADS represents five ordinary shares of Summit and the public offering price is thus equivalent to approximately £1.30 per ordinary share*. Closing of the offering is expected to occur on or about 10 March 2015, subject to customary closing conditions.
"Today's successful listing on NASDAQ achieves a significant milestone that we believe will support the Company's future growth and development," commented Glyn Edwards, Chief Executive Officer of Summit. "We believe being dual listed will enhance the profile of Summit amongst the investment community and will mean we are better able to continue advancing our mid-stage clinical programmes in Duchenne muscular dystrophy and C. difficile infection."
JMP Securities and Oppenheimer & Co. are acting as joint book-running managers for the offering. Needham & Companyis acting as lead manager.
Application is being made for the 17,250,000 new ordinary shares in the Company, represented by the 3,450,000 ADSs to be issued at closing of the offering, to be admitted to trading on the AIM market and it is expected that dealing in these ordinary shares will commence at 8.00am GMT on 11 March 2015.
This press release does not constitute a prospectus and does not constitute or form part of any offer or invitation to sell or issue, or the solicitation of an offer to purchase or acquire, any of the ordinary shares or ADSs or any other securities in the United States of America or in any other jurisdiction. Securities may not be offered or sold in the United States of America absent registration or an exemption from registration under the United States Securities Act of 1933, as amended (the "Securities Act"). A registration statement relating to these securities was declared effective by the United States Securities and Exchange Commission on 4 March 2015.
The public offering of securities in the United States is being made only by means of a prospectus. Such prospectus contains detailed information about the issuer and its management and financial statements. Copies of the prospectus relating to the offering may be obtained from JMP Securities LLC, Prospectus Department, 600 Montgomery Street, 10th Floor, San Francisco, CA 94111, telephone: +1 (415) 835-8985; from Oppenheimer & Co. Inc., Syndicate Prospectus Department, 85 Broad Street, 26th Floor, New York, NY 10004, telephone: +1 (212) 667-8563 and from Needham & Company, LLC, Prospectus Department, 445 Park Avenue, 4th floor, New York, NY 10022, telephone: +1 (800) 903-3268.
This press release is being issued pursuant to and in accordance with Rule 135e under the Securities Act.
For readers in the United Kingdom
This communication, in so far as it constitutes an invitation or inducement to enter into investment activity (within the meaning of s21 Financial Services and Markets Act 2000 as amended ("FSMA")) in connection with the securities which are the subject of the offering described in this press release or otherwise, is being directed only at (i) persons who are outside the United Kingdom and to whom such invitation or inducement may be lawfully addressed or (ii) persons who have professional experience in matters relating to investments who fall within Article 19(5) ("Investment professionals") of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (iii) certain high value persons and entities who fall within Article 49(2)(a) to (d) ("High net worth companies, unincorporated associations etc") of the Order; or (iv) any other person to whom it may lawfully be communicated (all such persons in (i) to (iv) together being referred to as "relevant persons"). The ADSs will only be available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such ADSs will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents. This communication does not contain an offer or constitute any part of an offer to the public within the meaning of ss85 and 102B of FSMA or otherwise.
For readers in the European Union ('EU')
In any EU Member State that has implemented the Prospectus Directive, this communication is only addressed to and directed at qualified investors in that Member State within the meaning of the Prospectus Directive. The term "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including Directive 2010/73/EU, to the extent implemented in each relevant Member State), together with any relevant implementing measure in the relevant Member State.
*Based on a conversion rate of US$1.526 to £1.00.
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Notes to Editors
About Summit Therapeutics
Summit is a biopharmaceutical company focused on the discovery, development and commercialization of novel medicines for indications for which there are no existing or only inadequate therapies. Summit is conducting clinical programs focused on the genetic disease Duchenne muscular dystrophy and the infectious disease Clostridium difficile infection.
For more information, please contact:
Summit Glyn Edwards / Richard Pye (UK office) Erik Ostrowski (US office) | Tel: +44 (0)1235 443 951 +1 617 294 6607 |
Cairn Financial Advisers LLP (Nominated Adviser) Liam Murray / Tony Rawlinson | Tel: +44 (0)20 7148 7900 |
N+1 Singer (Broker) Aubrey Powell / Jen Boorer | Tel: +44 (0)20 7496 3000 |
Peckwater PR (Financial public relations, UK) Tarquin Edwards | Tel: +44 (0)7879 458 364 tarquin.edwards@peckwaterpr.co.uk |
MacDougall Biomedical Communications (US media contact) Michelle Avery | Tel: +1 781 235 3060 mavery@macbiocom.com |