Realm Therapeutics PLC Instructions for Exchanging Ordinary Shares

TIDMRLM

Realm Therapeutics PLC

03 July 2018

Realm Therapeutics Announces Instructions for Exchanging Listed Ordinary Shares into Nasdaq listed ADSs

MALVERN, PA July 4, 2018 - Realm Therapeutics plc (AIM: RLM; Nasdaq: RLM) (the "Company"), a clinical stage biopharmaceutical company focused on developing novel therapeutics in immune-mediated diseases, today separately announced that in connection with a listing of American Depositary Shares ("ADSs") representing ordinary shares of nominal value of 10 pence in the capital of the Company ("Ordinary Shares") on the Nasdaq Capital Market ("Nasdaq"), the United States Securities and Exchange Commission has declared effective registration statements on Form F-1 and F-6 with respect to such securities, Nasdaq has approved the ADSs for listing, and ADSs are expected to be listed for trading on such market under the symbol "RLM" on July 5, 2018.

This announcement is intended to guide shareholders of Ordinary Shares, which are listed on AIM, the market operated by the London Stock Exchange plc, through the process of exchanging Ordinary Shares for ADSs, and to answer certain related frequently asked questions applicable to holders of the Ordinary Shares. For any further questions about the Ordinary Share to ADS exchange process, please contact the Company's ADS Depositary Bank, Citibank:

 
 New York               London 
 Michael O'Leary        Mike Woods 
 Tel: [phone]   Tel: [phone] 
 

About Realm Therapeutics

Realm Therapeutics is a clinical-stage biopharmaceutical company developing novel therapeutics that target the interplay between innate and adaptive immunity. The Company's programs seek to influence immune signaling and change the course of immune-mediated diseases in adults and children. Realm's lead drug development program utilizes the Company's proprietary immunomodulatory technology for the treatment of Atopic Dermatitis, and the Company is exploring its efficacy in other dermatology indications which include Acne Vulgaris, and Psoriasis, as well as other therapeutic areas. For more information on Realm Therapeutics please visit www.realmtx.com.

This announcement does not constitute an offer to sell or the solicitation of an offer to buy securities, and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of that jurisdiction. A prospectus describing the securities may be obtained from Realm Therapeutics at 267 Great Valley Parkway, Malvern, PA 19355, United States of America. For the avoidance of doubt, such prospectus does not constitute a "prospectus" for the purposes of Directive 2003/71/EC (and amendments thereto, including Directive 2010/73/EU, to the extent implemented in each relevant EU member state) and has not been reviewed by any competent authority in any EU member state.

Forward-Looking Statements

Certain statements made in this announcement are forward-looking statements including with respect to the creation of a trading market for ADSs representing the Company's ordinary shares in the United States. These forward-looking statements are not historical facts but rather are based on the Company's current expectations, estimates, and projections about its industry; its beliefs; and assumptions. Words such as 'anticipates,' 'expects,' 'intends,' 'plans,' 'believes,' 'seeks,' 'estimates,' and similar expressions are intended to identify forward-looking statements. These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties, and other factors, some of which are beyond the Company's control, are difficult to predict, and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements. The Company cautions security holders and prospective security holders not to place undue reliance on these forward-looking statements, which reflect the view of the Company only as of the date of this announcement. The forward-looking statements made in this announcement relate only to events as of the date on which the statements are made. The Company will not undertake any obligation to release publicly any revisions or updates to these forward-looking statements to reflect events, circumstances, or unanticipated events occurring after the date of this announcement except as required by law or by any appropriate regulatory authority.

G-RLM

Contacts:

Realm Therapeutics plc

Alex Martin, Chief Executive Officer

Marella Thorell, Chief Financial Officer and Chief Operating Officer

Outside US: [phone]

US: [phone]

Argot Partners

Stephanie Marks

[phone]

FTI Consulting

Simon Conway / Mo Noonan

[phone]

N+1 Singer (Nominated Adviser and Broker)

Aubrey Powell / Jen Boorer

[phone]

Frequently Asked Questions and Answers for Realm Ordinary Shareholders:

What is the relationship between the Company's Ordinary Shares and ADSs?

Each ADS is a tradeable security representing 25 of the Company's Ordinary Shares. The Company's ADSs have been approved for trading on Nasdaq under the ticker symbol: RLM. The value of each ADS is denominated in US Dollars.

What does it cost to exchange Ordinary Shares into ADSs?

For the six months following the effective date of the Company's Registration Statement on Form F-1, there will be no charge to exchange Ordinary Shares for ADSs. Thereafter, there will be a conversion fee of US$0.05 per ADS charged by Citibank for administering the conversion process. The conversion of your dematerialised Ordinary Shares will need to be managed by your broker as Ordinary Shares need to be transferred electronically to Citibank prior to the issuance of ADSs. Your selected broker may also levy an administrative charge for managing the conversion process.

How long does it take and is dematerialisation necessary?

Citibank typically can be expected to issue ADSs to your broker within two business days of receiving an electronic transfer of Ordinary Shares from your broker. However, before this can happen, if you hold your Ordinary Shares in certificated form, you will need to send your share certificate and a signed stock transfer/deposit form to your broker who will then need to manage the "dematerialisation" process needed to exchange your shares into electronic form. The timescale for this will depend on your broker but should be expected to take about a week.

I don't have a broker - do I really need one?

Yes, conversion into ADSs will require the assistance of a broker. Please refer to "Notes for Shareholders".

Is there a cost to hold ADSs?

Citibank charges an annual Depositary Service Fee, currently US$0.02 per ADS. This is typically collected from the broker or nominee who holds the ADSs on your behalf. Your broker may pass this fee onto you directly or it may be part of the annual fee that you pay to maintain your brokerage account.

How do I exchange my Ordinary Shares into ADSs?

The process set out on the following pages explains what you need to do to select a suitable broker account and summarises the instructions that you need to give to your broker in order to exchange your Ordinary Shares into ADSs. Please refer to "Notes for Brokers" which we suggest you send to your broker if you are interested in exchanging Ordinary Shares for ADSs.

Do I have to exchange my Ordinary Shares into ADSs?

No, the Company's Ordinary Shares will continue to trade on the AIM market of the London Stock Exchange plc. If you do not wish to hold ADSs but wish to remain a shareholder of Realm then no action is required.

Notes for Shareholders:

Process for exchanging Ordinary shares into ADSs:

Step 1: Select a broker with US listed securities trading capability

If you do not already have an account with a broker, you may be able to open one either online or through banks and building societies which offer broking services. You need to ensure that the broker and type of account on offer is capable of holding and trading US listed securities. Often the most basic account offered is for UK listed shares only so you will need to select an account that gives you the ability to buy and sell US listed shares. Please ensure that you check with your broker that they can hold Realm Therapeutics plc ADSs and have a DTC participant account.

Step 2: You will need to contact your broker and ask them how to transfer your existing certificated or dematerialised Ordinary Shares into your account.

If you hold physical share certificates, you will need to send them, together with a completed stock deposit form to your broker. The broker must provide you with the required stock deposit form and instructions. When the broker receives the share certificates, they will need to "dematerialise" the shares into electronic form so that they are held electronically by the broker within CREST (the central securities depository that holds UK and Irish equities, operated by Euroclear UK & Ireland). When completed your broker can then deal with the conversion into ADSs.

If you already hold your Ordinary Shares in a dematerialised form, you can deliver them to the broker handling the ADS conversion.

Step 3: Your broker will need to contact Citibank by email to arrange for the conversion of your Ordinary Shares into ADSs tradeable on Nasdaq. You will receive one ADS for every 25 Ordinary Shares that you hold and opt to convert.

The contact details for Citibank, together with details of the conversion process are set out in the "Notes for Brokers" and the "Realm Therapeutics plc - UK ADR Creation - SDRT Certification" set out on the following pages. We suggest that you send these to your broker.

Notes for Brokers:

Conversion of Ordinary Shares into ADSs tradeable on Nasdaq

Ordinary Shares are listed on AIM under the ticker: RLM.

Realm Therapeutics' ADSs are listed and traded on Nasdaq under the ticker: RLM

Each ADS represents 25 Ordinary Shares.

Ordinary Shares can be exchanged into the equivalent number of ADSs via the Company's Depositary Bank, Citibank, N.A.

Once exchanged, the Company's ADSs are tradeable via Nasdaq.

The Company's registrar, Equiniti Limited (www.equiniti.com), maintains the Company's shareholder register and Ordinary Shares can be held and transferred within CREST. Therefore, you are able to receive certificated Ordinary Shares and deposit these into CREST via the usual CREST share deposit process. You can then transfer the Ordinary Shares to Citibank's CREST account for conversion into ADSs. The newly created ADSs will then be transferred back to your nominated DTC or Euroclear account.

Citibank's CREST account details are as follows:

CREST participant ID: BA01D

National City Nominees

Citigroup Centre, 33 Canada Square,

Canary Wharf, London E14 5LB D

Prior to initiating a CREST transfer to Citibank, please contact the Citibank team by email via: [e-mail]

To aid your communications with Citibank we have constructed the attached "Realm Therapeutics plc - UK ADR Creation - SDRT Certification", which sets out all of the information that you will need to send to Citibank to effect the conversion of Ordinary Shares into ADSs. Please complete and send this form to Citibank by email to initiate the conversion process.

Fees/taxes payable: For the six months following the effective date of the Form F-1, no fees will be payable for the exchange of Ordinary Shares for ADSs. Thereafter, Citibank charges an ADS issuance fee of US$0.05 per ADS. As the Company is currently listed on AIM, no stamp duty reserve tax (SDRT) is payable.

Ratio: Each ADS represents 25 Ordinary Shares. Fractional ADSs cannot be issued. Therefore, the number of Ordinary Shares transmitted within CREST to Citibank MUST be a multiple of 25. Spare Ordinary Shares can either be retained in CREST or re-issued to your client in certificated form. Such re-issued Ordinary Shares will remain on the Company's shareholder register, registered in your client's name (or in a nominee's name, as applicable).

Citibank London as Custodian requires the Realm Therapeutics plc - UK ADR Creation - SDRT Certification to e-mailed as a PDF file in a secured format to [e-mail]. In the email subject field, please state: REALM THERAPEUTICS PLC - UK ADR CREATION - SDRT CERTIFICATION.

Please ensure this form is on your Crest agent's headed paper. Please fill all fields by typing and only use handwriting for the Signatures at the bottom of the page.

Any questions should be directed to [e-mail].

REALM THERAPEUTICS PLC - UK ADR CREATION - SDRT CERTIFICATION

 
 1    Crest reference of the trade 
 2    ISIN number 
     --------------------------------  ------------------------------------------ 
 3    Trade Date as in Crest 
     --------------------------------  ------------------------------------------ 
 4    Settlement Date as in Crest 
     --------------------------------  ------------------------------------------ 
 5    Ratio (e.g.: "25:1" where 
       25 UK shares are converted 
       to 1 ADR) 
     --------------------------------  ------------------------------------------ 
 6    Nominal 
     --------------------------------  ------------------------------------------ 
 7    Stampable Consideration Amount 
       - Mandatory field for Stamp 
       Applicable ISIN's 
     --------------------------------  ------------------------------------------ 
 8    Stock Price 
     --------------------------------  ------------------------------------------ 
 9    Name of Broker 
     --------------------------------  ------------------------------------------ 
 10   Brokers DTC Participant Account 
     --------------------------------  ------------------------------------------ 
 11   Shareholder/Client Account 
       No. at Broker 
     --------------------------------  ------------------------------------------ 
 12   Contact Person / Number 
     --------------------------------  ------------------------------------------ 
 13   Result of Option Yes / No 
     --------------------------------  ------------------------------------------ 
 14   CREST Participant ID 
     --------------------------------  ------------------------------------------ 
 15   SDRT (please only mark one 
       field on the right with an 
       "X"): 
     --------------------------------  ------------------------------------------ 
 16                1.5% 
     --------------------------------  ------------------------------------------ 
 17                 1% 
     --------------------------------  ------------------------------------------ 
 18             SDRT exempt 
     --------------------------------  ------------------------------------------ 
 19              Indemnity              We shall indemnify and hold Citibank, 
                                         N.A. ("the Bank") harmless against 
                                         all claims, losses, damages, costs 
                                         and expenses (including reasonable 
                                         legal fees and disbursements), penalties 
                                         and taxes (including any interest 
                                         and penalties for late payment of 
                                         tax) incurred by the Bank or to which 
                                         the Bank may become subject to and 
                                         arising directly from the deposit 
                                         of the above securities with the 
                                         Bank or the failure by any person 
                                         to pay (or discharge) any stamp duty, 
                                         stamp duty reserve tax, or any other 
                                         similar duty or tax in connection 
                                         with the above securities deposited 
                                         with the Bank. If and to the extent 
                                         that the deposit of the securities 
                                         results from the exercise of an option 
                                         or options, we hereby represent and 
                                         warrant that the arrangements in 
                                         respect of the option or options 
                                         pursuant to the exercise of which 
                                         the securities are delivered, including 
                                         the timing of grant and exercise, 
                                         and the premium/strike ratio, are 
                                         bona fide and commercial, and are 
                                         not motivated primarily by or for 
                                         the avoidance of UK stamp duty reserve 
                                         tax. 
     --------------------------------  ------------------------------------------ 
 
 

SDRT Note: It is required that the Broker alleges in CREST GUI a declaration of SDRT if applicable: Please include the stamp status and Stampable Consideration.

   Signature ................................................        Signature ............................................. 
   Name ......................................................   Name ................................................ 

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END

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July 04, 2018 02:00 ET (06:00 GMT)