Motif Bio Share Discussion Threads

[dafad] 27/5/2021 06:30

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.

[jibba jabber] 27/5/2021 05:50

This in smaller type face! Did they hope no one would see it? pmsl

-- Proposed share consolidation at a ratio of 1:220 (the "Share Consolidation");

[jibba jabber] 27/5/2021 05:48

Is there any institutional investors involved with this lot? There can't be can there? No way would they be able to get away with it, my vote would be NO WAY JOSE just to screw it up for them.

[tnt99] 27/5/2021 05:42

This is what I don't understand how many warrants do I get with 10000 motif shares it says 1 for every share held is this motif shares or the new companies allocation of about 50? Sorry to be thick and I know this is dreadful situation but never happened to me with over 20 years in shares

[tnt99] 26/5/2021 22:16

So if the share price of the new company say rises to 60p I could buy 5000 warrants for 30p and sell them for 60p just to clarify

[small crow] 26/5/2021 21:50

Scott, and some others, seem to think so but IMO you'd have to be a well-versed corporate lawyer to disentangle that little lot. And I'm not, so I have no idea.

[tnt99] 26/5/2021 21:47

Thanks that's useful information crow luckily not a great loss for me hope you guys have done as well over the last few years on other investments you can't get it right every time do we have any rights to intclam if it gets sold!?

[small crow] 26/5/2021 21:44

The Lottery?

[tnt99] 26/5/2021 21:43

So worth about a tenner lol oh well what can you do

[small crow] 26/5/2021 21:37

TNT, You will likely have about £8 at opening, outside of any warrants you decide to buy and, obviously, don't buy them until they exceed 30p and you have 6 months to decide.

[tnt99] 26/5/2021 21:33

10000 shares only small holding thankfully

[tnt99] 26/5/2021 21:30

Thanks chuffer so you can buy a warrant at 30p for every 2 shares you own is that correct as this has never happened to me before sorry for the ignorance are they valued the same as the share price?

[chuffer2] 26/5/2021 21:26

220 shares at 5p cost you £11which will now be 1 share at 20p
I'll leave you to work that out

[small crow] 26/5/2021 21:25

TNT99, "I bought my shares at 5p so happy days I think" Tell me how many you own and I'll tell you how much you have probably lost, assuming you sell at open. You won't like it.

[chuffer2] 26/5/2021 21:22

You bought at 5p and you think it is happy days.
You are incredibly stupid or are just having a laugh

[tnt99] 26/5/2021 21:20

I bought my shares at 5p so happy days I think

[scottdavid70] 26/5/2021 21:12

Last post

Williams, Lumsden and Wardhaugh all
Walk away with a nice chunk of equity

There never said sorry - never had the shareholders best interests at heart and even when they seemed to grow a conscience by not taking cash incentives they by the back door took equit instead and further diluted your holdings.

Greedy to the end all of them

[chuffer2] 26/5/2021 20:54

Nothing sounds good with this utter con

[tnt99] 26/5/2021 20:51

Where's Scott down the pub lol