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MTFB Motif Bio Plc

0.50
0.00 (0.00%)
19 Apr 2024 - Closed
Delayed by 15 minutes
Share Name Share Symbol Market Type Share ISIN Share Description
Motif Bio Plc LSE:MTFB London Ordinary Share GB00BVVT4H71 ORD 0.01P
  Price Change % Change Share Price Shares Traded Last Trade
  0.00 0.00% 0.50 0.00 01:00:00
Bid Price Offer Price High Price Low Price Open Price
0.40 0.55
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
  -
Last Trade Time Trade Type Trade Size Trade Price Currency
- O 0 0.50 GBX

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Posted at 11/8/2021 13:12 by hedgehog 100
Scott,

As you have observed, BVX has raised £2.5M. less in the IPO than it would have in the RTO, so obviously it's paying less as the broker takes a percentage of the funds raised for their work.

Also, a lot of the preparations done for the RTO, e.g. prospectus preparation, and finding investors, would have just been carried forward for the IPO, significantly saving time.

That said, you seem to now be partly recognising that BVX shouldn't have paid much for MTFB's listing.
Whereas for months, you've been complaining that it should have been paying far more for MTFB's listing, and that MTFB's directors were somehow failing in their duties for massively underpricing it.

The fact is, the shell value of MTFB was only about what BVX agreed to pay for it, and the price was fair.
Posted at 25/7/2021 12:51 by scottdavid70
And the other MASSIVE elephant in the room is this:

Why at the start of a journey that BiVictrix was starting out on would you give approximately 3% of company to Director’s who have failed in their own company and overseen such a catastrophic share price drop???

Why would you keep one of the Director’s on who is taianted by the utter catastrophe that occurred at Motif Bio and not only that but give him almost 2% of your company? What was he saying that made him worth that?????

Surely as most normal RTO’s do you get a clean slate with an entirely new BOD. What was It Mr Gold was saying that made BitVicttix turn a blind eye to what had happened at Motif Bio to warrant a place on their BOD?

Makes no sense to me at all
Posted at 23/7/2021 08:05 by scottdavid70
From Motif Bio Corporate Governance document:

“The Board maintains that, if there is a resolution passed at a GM with 20% votes against, the Company will seek to understand the reason for the result and, where appropriate, take suitable action.’

They switched off the feed the moment the No vote came in and they realised their plan to take the lions share of the RTO for themselves had failed.

Have they engaged with the shareholders who have emailed questions before and after the GM since despite what it says in their own corporate governance document? They should have done it at the GM that’s the real issue here.

Also:

the ability to successfully wind down or divest Motif, Inc in a manner which preserves shareholder value; and’

Certainly in 2 and a half years the value appears to be worse rather than preserved

And finally:

The corporate governance arrangements that the Board has retained are designed to ensure that the Company delivers long term value to its shareholders, and that shareholders have the opportunity to express their views and expectations for the Company in a manner that encourages open dialogue with the Board.
The Group intends to retain its open and respectful dialogue with employees, clients and other stakeholders.’

Certainly the entire base of shareholders who were receiving about the same amount of shares/warrants as the Director’s who had not created long term value as above have also not received open and respectful dialogue for over a year now.

I will say this for those in the back who didn’t hear first time - this deal was only great for the Director’s whom if they had been working in shareholders best interests would have rejected the beneficial terms they were given in terms of price - taken fewer warrants/shares to alleviate some of the pain that during their stewardship Motif Bio shareholders had been impacted by and taken far less money to stop the endless cycle of solutions plus to keep the money going for longer.

None of these things happened and yet as shareholders we are supposed to take the blame for the failed RTO - no this is all on the Director’s.

Tell me why also Walbrook never publicly acknowledged the RTO or it’s failure to be passed if the deal was one that was fair for shareholders?
Posted at 21/7/2021 21:29 by hedgehog 100
No Scott, I'm just a retail investor who is interested in shares and RTOs.

Which is why I've been running the following thread on ADVFN for over seven years:

"THE REVERSE TAKEOVERS & SHELLS THREAD
Hedgehog 100 11 Mar '14 - 21:09"



I was following MTFB, without posting, just like I follow a lot of shells, for the RTO potential.

BiVictriX Therapeutics looked like it would have been a very good RTO - my main worry was that it would resume trading at about double the RTO price.
So I was surprised and disappointed that it was voted down.

But if I had been a MTFB shareholder, I don't think that I would have just assumed that it was a done deal, bearing the mind the mass bulletin board opposition to it.

It looks like some MTFB shareholders voted "no" without realising the full consequences of what a no vote would mean: i.e. fairly immediate delisting, with likely administration to follow in the not too distant future.

And some of those who did perhaps realise that, such as yourself, mistakenly thought that you could 'safely' make a protest vote against it.

But the MTFB board have to share responsibility for this no vote, by not bothering to properly explain and sell the deal, and for not all stepping down from the board to have a completely new BOD, which is normally the case with RTOs.

That said, I don't see that there is any basis for any claim or action against them.

They were not the ones ramping MTFB to ludicrous level in the spring of last year, when it rose about 25-fold within weeks.
Posted at 21/7/2021 20:51 by hedgehog 100
Scott,

I think you're veering into the realms of conspiracy theory.

Whatever Iclaprim was valued at in the past, and has had spent on it, and may be valued at in the future, is largely irrelevant to its value now.

It will now be viewed as a rejected drug with toxicity concerns that needs tens of millions of dollars spent on it, in a process taking several years and with an uncertain outcome.

That's why there been no buyer after about a year and a half.

And anyone interested will know that they should be able to pick it up from administration for next to nothing.

I don't think it would really make much difference who's marketing it.

As regards the tax losses.

Not sure of the US rules, but in Britain the rules for quite a while have been tightened up.

My understanding is that tax losses can only be 'reused' if the existing board is the same, and the new business is the same type of business as the previous business.

And for small biotechs, profits are usually uncertain, and some way off if achieved at all.

Which means that any value from the tax losses, even if allowed, is uncertain and some way off, so would have to be discounted massively.

This is why generally little or no value seems to be attributed to a shell's tax losses for a RTO.

Similarly, 'failed technology' such as a failed drug seems to sell for relatively negligible value compared to the amounts invested into it.

MTFB's main value was its listing which has now been lost.

In contrast MTFB's liabilities will have mounted up considerably.

Accrued deferred payments to directors, and aborted RTO costs, with no money now coming in from the RTO placing.

No listing means that there is little or no attraction for a RTO candidate, and in any case a RTO requires a lot of time and money to arrange.

In summary, administration looks like the overwhelmingly likely outcome here, and always did if the RTO was voted down.

There was never any chance of an alternative deal, not least because AIM time limits required an immediate delisting after the RTO was aborted.

Under AIM rules, there are relatively short time limits to arrange a RTO.
MTFB had already been granted a four and a half month extension, probably because of COVID-19.
Posted at 16/6/2021 21:21 by hedgehog 100
Tnt99,

No listing means that there is little or no attraction for a RTO candidate, and in any case a RTO requires a lot of time and money to arrange.

MTFB's main value was its listing which has now been lost.

In contrast MTFB's liabilities will have mounted up considerably.

Accrued deferred payments to directors, and aborted RTO costs, with no money now coming in from the RTO placing.

In summary, administration looks like the overwhelmingly likely outcome here, and always did if the RTO was voted down.

There was never any chance of an alternative deal, not least because AIM time limits required an immediate delisting after the RTO was aborted.

Under AIM rules, there are relatively short time limits to arrange a RTO.
MTFB had already been granted a four and a half month extension, probably because of COVID-19.
Posted at 11/6/2021 01:01 by w t tutte
SD70, Unfortunately I am not sure at this end of town stronger CG guidelines will help a great deal. I think the only thing that really helps at is skin in the game from the management and board or a well respected (active) substantial shareholder.

I also see an inverse correlation between a very active LSE chat board or the number of chuffer types that you get who are so absolutist in their views and the quality of the company.

But there in lies the attraction of AIM. It is like a used car lot, 90% of the cars on the lot are lemons, 10% are not, but all the cars on the lot are priced like lemons. If you can find that 10% you will be golden.

I think Ms Thorn is going to a huge improvement on this shower, ultimately the science has to be proven, but I think the prospects of getting it to a point where it will be taken in to the clinic by big pharma are decently high. They are more than fully funded to get to that point. If they are successful at that point the share price will be multiples higher, it could easily be between GBP2 and GBP5.

I am hopeful next week they will do a lot of introductory publicity as the approach she is taking is so elegantly simple you wonder why it has not been done before. The answer to that is that the manufacturing of the linker binding arms is hugely specialised and complex, however she had been working at ADCBio who specialise in this area and are world renowned and will be using some of their capabilities and licensed technology.
Posted at 08/6/2021 08:34 by scottdavid70
Yes the price is high but I have voted No and I will tell you why and it’s really simple

Had the Board had the decency and courage to reply to shareholders questions these past 2 years - take less money in salaries to minimise dilution I would have felt differently too but the real kicker here was -

The warrant price - after all that has gone on they still feel they deserve free shares and at a better price than the shareholders who bought shares off the back of the directions they gave.

The Directors didn’t buy shares yet deem it right to have more warrants at a better price for ONE Director than the ENTIRE REST of the shareholders.

No one can argue that is in the BEST INTERESTS OF SHAREHOLDERS not even OJ Simpsons lawyer
Posted at 08/6/2021 08:14 by w t tutte
SD70, I am not defending the board, look back, I have said the only way to hurt them is to sue them for negligence, it is the only way. In every other scenario they win. In my view MTFB management and board have been a complete shower at every turn and if they have been negligent or even fraudulent they should be held accountable.

But the stark truth is we are where we are, there is no value left in MTFB and there is no time to find alternatives before the liquidators are called in. You say you have 11.5 million shares ? At the RTO price that is worth GBP 10,555, there is clearly upside to that price and with the warrants it is not inconceivable within 18 months you could have many multiples of that amount. The amount you are prepared to sacrifice to make a point seems high.

If the RTO were to be voted down they win and you get nothing, the RTO goes through they win and you get something. I prefer the later myself, anyway it is all semantic as it will go through of that I am certain.

On a slightly different note, if you read the proxy form it says they will broadcast the GM and that they will take questions but that these must be submitted by email no later than tomorrow. That might be route for you to get some of the answers you are looking for.
Posted at 27/5/2021 07:30 by dafad
RNS Number : 9555Z
Adams PLC
27 May 2021

Adams plc

("Adams" or the "Company")

Investment in Motif Bio Plc ("Motif Bio") to be renamed BiVictriX Therapeutics Plc upon readmission to AIM

The Directors announce that, further to the announcement made on 26 May 2021 by Motif Bio referred to below, Adams has committed to subscribe for 2,500,000 new ordinary shares of 2.2p each in Motif Bio ("New Ordinary Shares") at a price of 20 pence per share for a total cash consideration of £500,000 under a conditional placing agreement.

The announcement released by Motif Bio on 26 May 2021 discloses that it has entered into a conditional contract for the acquisition of the entire issued share capital of BiVictriX Therapeutics Limited ("BiVictriX") for an aggregate consideration of £5,500,608 to be satisfied by the issue of New Ordinary Shares in Motif Bio and cash, and that it has also conditionally raised gross proceeds of £10.1 million by way of a placing and subscription issue of 50,500,000 New Ordinary Shares to new and existing shareholders.

The acquisition of BiVictriX constitutes a "reverse takeover" under Rule 14 of the AIM Rules for Companies, and accordingly is subject to the approval of Motif Bio shareholders, which is being sought at a General Meeting convened for 14 June 2021.

As part of the above acquisition and fundraising proposals, the Motif Bio directors believe that it is in the best interests of the company for there to be a share consolidation (the "Share Consolidation") of 1 New Ordinary Share for every 220 existing ordinary share of 0.01p in Motif Bio ("Existing Ordinary Shares") to reduce the number of ordinary shares in issue, which will then comprise the New Ordinary Shares of 2.2p each, and thereby increase the share price with a view to decreasing the spread between the bid and offer prices.

The placing is conditional, amongst other things, upon the proposed reverse acquisition by Motif Bio of BiVictriX and its readmission to trading on AIM under the new name BiVictriX Therapeutics Plc having become effective at or around 8.00 a.m. on 15 June 2021 or such later time and date as Motif Bio and its broker agent, share price Angel, may agree (being not later than 8.00 a.m. on 2 July 2021).

Following the Share Consolidation and assuming the maximum number of New Ordinary Shares are issued pursuant to the above BiVictriX acquisition and fund raise proposals, the issued ordinary share capital of Motif Bio will comprise 80,979,876 New Ordinary Shares upon readmission to trading on AIM.

Adams's holding of 2,500,000 New Ordinary Shares in Motif Bio will represent 3.09% of the company's maximum number of 80,979,876 New Ordinary Shares in issue upon readmission to trading on AIM as BiVictriX Therapeutics Plc, which is currently expected to take place on or around 15 June 2021.

Adams is expected to have remaining cash balances of approximately £2.69 million following this investment.

Richard Griffiths, who has an interest in 80.3% of Adams' issued share capital, has no current interest in Motif Bio shares but is also subscribing in his personal capacity for 2,500,000 New Ordinary Shares in Motif Bio under the Placing at a price of 20 pence per share for a consideration of £500,000. Following completion of the Placing, Mr Griffiths will have a total interest in 5,000,000 New Ordinary Shares, including those shares held by Adams, representing 6.17% of the enlarged share capital of Motif Bio as renamed BiVictriX Therapeutics Plc.

About Motif Bio

Motif Bio was incorporated in England on 20 November 2014 and was admitted to trading on AIM in April 2015. Motif Bio was a drug discovery and development company with a specific focus on its antibiotic product candidate, iclaprim, a treatment for acute bacterial skin and skin structure infections. However, following regulatory drug approval setbacks in 2019 and faced with challenging capital markets for companies with antibiotic products at that time, Motif Bio executed a restructuring which involved, amongst other things, the orderly sale/wind down of Motif Bio, Inc., its wholly owned subsidiary which held all iclaprim-related assets and operations. This restructuring was approved by Motif Bio's shareholders at a General Meeting in November 2019 and resulted in Motif Bio being reclassified as an AIM Rule 15 cash shell on 28 January 2020. The company then began searching for an appropriate reverse takeover candidate to deliver value to its shareholders which has culminated in the proposed reverse acquisition of BiVictriX.

The last filed accounts for Motif Bio are for the year ended 31 December 2020 and include a loss after tax of US$0.73 million, mainly reflecting general and administrative expenses, together with net assets at that year end of US$0.46 million, inclusive of cash balances US$0.46 million.



About BiVictriX

BiVictriX is a UK-based oncology-focused rapidly emerging biotechnology company applying a novel approach to develop safer, more effective cancer therapies. It has developed Bi-Cygni® therapeutics, which are uniquely selective for particular cancer types, to enable higher dosing and more aggressive cancer eradication without causing harmful side-effects. BiVictriX's Bi-Cygni® technology focuses on an area of unmet medical need. BiVictriX's lead development programme, BVX001, is considered to represent a first-in-class Bi-Cygni® ADC, targeting the cancer-specific co-expression pattern of CD7 and CD33, with early preclinical validation demonstrated in AML models. AML is the most common form of adult leukaemia, (representing approximately 80 per cent. of cases) and is one of the most aggressive forms of cancer, often presenting with a fulminant clinical course. With chances of long-term survival still dismally low, AML represents an urgent unmet medical need and the global ADC market represents one of the fastest growing markets in the oncology sector. The market was valued at US$1.57 billion in 2017 and is set to grow rapidly with forecasts estimating the sector will be worth US$9.93 billion by 2025.

As part of the reverse acquisition and fundraise proposals, the enlarged group will receive net proceeds of approximately £9 million (after deducting expenses) which are expected to be used to accelerate the lead optimisation of BVX001 to reach key preclinical milestones on efficacy and safety, as well as to expand BiVictriX's early-stage pipeline to include two additional candidates with preclinical proof of concept. In addition, the aim is to grow BiVictriX's intellectual property portfolio to add further protection around the lead programme potential avenues for platform intellectual property generation and defensibility of BiVictriX's approach. The directors of the enlarged group believe the Bi-Cygni® approach can be applied to build a diverse pipeline of first-in-class therapeutics across the wider spectrum of immunotherapeutic platforms, addressing key unmet medical needs in the market. BiVictriX's ambition is to validate the B-Cygni® approach within a panel of difficult-to-treat cancer indications to demonstrate to the market the wide applicability of the concept, building the enlarged group into a global leader in this field.

Further information regarding BiVictriX's development to date, the strategy of the enlarged group and the market for ADC's is set out in Part II of the Motif Bio notice of general meeting document dated 26 May 2021 and which can be found on the Motif Bio website www.motifbio.com.

The last filed accounts for BiVictriX are for the year ended 31 December 2020 and include a loss after tax of approximately £0.43 million, reflecting the continued investment in development in that year, together with net assets at that year end of £0.07 million, inclusive of cash balances of £0.86 million.
Motif Bio share price data is direct from the London Stock Exchange

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