Motif Bio Share Discussion Threads

[moneymunch] 27/1/2021 07:03

RNS Number : 9727M
Motif Bio PLC
27 January 2021






Motif Bio plc

("Motif" or the "Company")



Update re proposed Reverse Takeover



Motif Bio plc (AIM: MTFB), which has been reclassified as an AIM Rule 15 cash shell, provides a further update regarding the proposed reverse takeover pursuant to AIM Rule 14 ("Reverse Takeover") that was outlined in the Company's announcement of 5 January 2021.



Motif announces that it continues to progress a Reverse Takeover under a Heads of Terms Agreement ("HOT") with a UK based candidate in the healthcare sector (the "Target"), as a result of which, subject to, among other matters, the execution of a Sale and Purchase Agreement (the "SPA"), Motif would acquire the entire issued share capital of the Target (the "Proposed Transaction"). Motif will remain suspended from trading while the Proposed Transaction is negotiated and advanced, and the Company will provide shareholders with further updates as appropriate.



The Target

The Target is a UK-based ADC (Antibody-Drug Conjugate) discovery and development company, which uses front-line clinical experience to develop next generation therapeutics for the treatment of various cancers.



The Proposed Transaction

The Proposed Transaction will be classified as a Reverse Takeover. Completion of the Proposed Transaction is therefore subject to certain matters including the completion of an appropriate SPA, approval by Motif's shareholders at a general meeting to be convened in due course ("General Meeting"), the raising of an appropriate level of equity (the "Fundraising") to accelerate the Target's development programmes, the grant of a Rule 9 waiver by the UK Takeover Panel ("Rule 9 Waiver") in respect of the proposed issue of new shares to the Target and the admission of the enlarged group to trading on AIM.



In order to convene the General Meeting, the Company is required to publish an AIM Admission Document which details, inter alia, the terms of the Proposed Transaction. As per the HOT, consideration for the Proposed Transaction will be paid in ordinary shares of Motif. In addition to the Fundraising, it is intended that the Company will carry out an appropriate share consolidation and that Motif will change its name.



Should the Proposed Transaction proceed, it is currently expected that the AIM Admission Document will be published before the end of March 2021. At present there can be no assurances that Motif will be able to complete the Proposed Transaction and as a consequence the Company's admission to trading on AIM may be cancelled.



The AIM Admission Document will include a Technical Expert's report which is being prepared in respect of the Target's technology and assets.



Jonathan Gold, Motif's President and Chief Business Officer, commented: "The Motif Directors are encouraged by the way the Proposed Transaction is progressing and I look forward to providing our shareholders with further updates and additional information regarding the Target in due course."

[chuffer2] 26/1/2021 12:52

Don't RIP motif scum!

[jibba jabber] 26/1/2021 07:03

What a disgrace this bod is, absolute disdain for the people who made them wealthy. There really ought to be criminal proceedings brought about here.

[lithological heterogeneities] 24/1/2021 14:03

Yep,almost certainly the end.

[perfectstorm] 24/1/2021 13:56

Abandon hope all ye who enter here. (Credit Dante Alighieri)

[scottdavid70] 23/1/2021 02:18

So I have been awake all night thinking of how we got here and I can actually only see 2 outcomes, both of which include delisting one of which may surprise:

1) Motif delists as we haven't managed to do the RTO in the correct timeframe etc for a vote. I dont think there will be an extension. I dont see any examples of that when I search

2) Motif delist because we are doing a RTO with a much larger private company and are going to relist on a new exchange which is why the timeframe of the 28th is no longer important to get the RTO done by. Totally left field I appreciate and there is just too much good news built into that scenario ()Although we will probably get diluted to high heaven so maybe not such good news) that I find myself not believing it could be true but because of where we are in the timeline I cant help but think its a genuine possibility.

Where that leaves us with Iclaprim and its 2 new patents and our contractual agreement with Hercules I have no idea because if there is upside there we might still make it out of here losing 50% of our money and not 90%!!!

[perfectstorm] 22/1/2021 17:56

And the update will go something like this:- There is no RTO and the company will be delisted forthwith.

[jibba jabber] 22/1/2021 16:50

Jan 5th

The Company is currently advancing the necessary work streams to complete the RTO process with a UK based candidate in the healthcare sector. The Board expects to provide shareholders with a further update during the second half of January.

[scottdavid70] 21/1/2021 13:10

And Chuffer how about the fact the BOD dont communicate to the investors who have been the ones here paying for their lifestyles and taking the risk (They haven't purchased shared just been given) that their is a possibility of completing the RTO post 28th January because clearly this cant be completed now with a vote which we are owed.

Make sure your nominee account holders are ready for the proxy I have warned my bank top expect it so I get to vote.

After all they have failed to do it would be nice and actually correct, given they have been the ones saying delisting happens post 28th Jan, that they have been told by AIM there is potential for an extension to the delisting. Walbrook have said something to Robblertwo over on LSE but the company once again still has the culture of Lumsden by not saying anything when the chips are down. We are shareholders just mushrooms and puppets clearly.

Wish his new shareholders well, they will need it and more

[scottdavid70] 21/1/2021 07:21

Nothing to see here, all bases covered.

Just the 6 days till delisting but your money is being well looked after and this was all part of the plan

Happy days

[scottdavid70] 20/1/2021 19:19

I see rumours of a RTO with Ten Bio. That would be a first surely even for this Board.

A RTO is supposed to be a smaller public listed company 'taking over' a bigger private company. This would be a smaller public listed company taking over a even smaller private company.

Oh the irony is not lost on any of us

[scottdavid70] 20/1/2021 19:16

As I have said there are only two possible reasons to run it this close:

1) That there is a imminent sale of Iclaprim that could provide upside to investors and that there were actually several companies wanting to do a deal with Motif and that it was so competitive it has taken this long to strike the right deal. If true, this would potentially create enormous value for shareholders whom came late top the party. Those invested on Lumsdens promises at +/- 30p are still going to be massively disappointed. Had they known liver experts had been on standby would probably have pulled their cash before Feb 14th.

2) Option 2 this is run. so close as to make investors feel that anything is better than nothing even if they get diluted to 10% of their current holding.

Option 2 is my go to given what investors have had to deal with and see from this Board for 2 years now.

I dont think it will delist and even if it does it maybe better than option 2 as we might still be able to get some upside from Iclaprim due to the contractual arrangement. RTO into a minnow we may lose that given how this Board has diluted and negotiated for us up to now

[chuffer2] 20/1/2021 15:38

I am still a director of several companies but admit in name only as my sons now perform all the daily tasks.
I have in my time bought, dividend up and sold assets in far less time than this.
This is pure incompetence, pure and simple!

[petersmith6] 20/1/2021 12:22

I've been a director of several companies that have both been taken over and been taken over. The due diligence and legal gibberish took between 6 months to 18 months. This is mainly due to legal nit picking and from experience playing chicken. So whats happening here isn't unusual.

[scottdavid70] 20/1/2021 09:43

For Lumsden to say all bases are covered to soothe investors at the AGM in 2019 and for us to be now 6 business days from delisting is a disgrace.

Tell me one thing he has done in the last 2 years that has justified his extraordinary and grotesque salary?

We the puppets have been led by muppets

[scottdavid70] 19/1/2021 10:15

From Following010 on LSE Hope he doesn't mind me posting his post here but it sums up how shareholders and most holding are ordinary hard working investors have been left high and dry by the BOD:

"Does anyone know the answer to this?... If Iclaprim does not get sold before the company either changes hands on an RTO or delists (hopefully not). What happens to Iclaprim? What if a company decides to buy Iclaprim in say July this year?, what happens to the proceeds if it was sold for over what Herecules is owed"

We are told nothing even of this significance and potential magnitude to our situation. We have been treated like mushrooms for 2 years and it continues with less than 9 business days to go

[bi11y ray va1entine] 18/1/2021 09:26

Are you complaining because a shareholder who asked a question got an answer and they didn't cc. in all those who didn't ask?