4D pharma plc (AIM: DDDD), a pharmaceutical company focusing on significant new therapeutic areas, announces that it has today conditionally placed 8,475,610 new ordinary shares (the "Placing Shares"), through Zeus Capital as broker to the Company, at a placing price of 410p per ordinary share with investors to raise £34.75 million before expenses (the "Placing").
The Placing requires the Company to obtain additional authorities to allot ordinary shares in the capital of the Company ("Ordinary Shares") and is therefore conditional on requisite shareholder approval being obtained as well as admission of those Placing Shares to trading on AIM ("Admission").
The Placing Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with the existing ordinary shares of 0.25 pence each in the capital of the Company then in issue, including the right to receive all dividends and other distributions declared, made or paid in respect of such shares after the date of issue of the Placing Shares.
Following Admission, the Company's issued share capital will consist of 60,567,729 ordinary shares. There are no ordinary shares held in treasury. Therefore, in accordance with the FCA's Disclosure and Transparency Rule 5.6.1, the Company confirms that following Admission, the total number of voting rights in the Company will be 60,567,729.
USE OF PROCEEDS
The Directors intend to use the proceeds of the Placing for:
· clinical development of Blautix, Thetanix and Rosburix;
· scaling up the Micro Rx platform to expand its discovery and development capability, to expand the Company's pipeline; and
· building in house development capability.
The Company has focussed its current interests solely in the microbiome field and the discovery and development of bacteria as live biotherapeutics. The Board believes that this field, which is a new class of therapeutics, could deliver a significant step forward in the healthcare market, developing medicines that show a significant step forward in efficacy with a greatly improved safety profile. On 14 July 2014 the Company placed 14,333,334 Ordinary Shares, raising £21.5million (the "July 2014 Placing") in order to develop its existing products, Thetanix and Rosburix, and Micro Rx, the Company's proprietary discovery platform, as well as to identify, develop and ultimately acquire other microbiome related projects.
DEVELOPMENTS SINCE THE JULY 2014 PLACING
The Company acquired an additional live biotherapeutic, Blautix, in July 2014 which is in development for the treatment of Irritable Bowel Syndrome (IBS). The Company expects to commence clinical trials of Blautix in the second quarter of 2015 and recently reported evidence of efficacy in a humanised disease model of IBS. The Company also expects to commence clinical trials of its treatment for Paediatric Crohn's Disease, Thetanix, in the second quarter of 2015. The Company's third product in development, Rosburix, received orphan drug designation from the FDA in August 2014 for the treatment of Paediatric Ulcerative Colitis (PUC).
4D also continues to discover and develop new live biotherapeutic candidates using its MicroRx platform. This technology allows for the rapid screening of the Company's library of commensal bacteria, isolated from the human gut, for therapeutic effect. The platform is initially focussed on the discovery of potential treatments for autoimmune and inflammatory diseases.
In January 2015, the Company reported it had identified a number of bacteria that had demonstrated therapeutically relevant effects in pre-clinical models of rheumatoid arthritis, allergic asthma and severe, steroid resistant asthma. The Board believes that the ability of the Micro Rx platform to rationally select bacteria and demonstrate therapeutically relevant effects in a matter of months is a significant step forward and could enable the rapid selection and development of live biotherapeutic drug candidates for a wide range of important human diseases.
CONTINUATION OF STRATEGY
Having demonstrated the ability of the MicroRx platform to identify potential live biotherapeutic drug candidates for non-gut diseases such as asthma and rheumatoid arthritis, the Company intends to build its discovery and development capability, to enable a greater number of candidates to be progressed towards the clinic. The Company also intends to expand the pipeline beyond its existing programmes for inflammatory and autoimmune disorders.
A general meeting of shareholders of the Company is to be convened for the purpose of considering the relevant resolutions (the "Resolutions") at 10.00 a.m. on 9 February 2015 at the offices of Schofield Sweeney LLP, Springfield House, 76 Wellington Street, Leeds LS1 2AY and, assuming the Resolutions are passed and the Placing has otherwise become unconditional, completion of the Placing is expected to take place on 10 February 2015. A circular to shareholders convening the requisite general meeting is expected to be posted later today. Assuming that the requisite shareholder approvals are obtained and Admission occurs, the Company will issue pursuant to the Placing 8,475,610 new Ordinary Shares in the Company which will represent approximately 14.0% of the issued share capital as enlarged by the Placing.
RELATED PARTY TRANSACTION
The Placing is considered a Related Party Transaction under the AIM Rules for Companies as the following Related Parties (as defined in the AIM Rules for Companies) will be participating in the Placing;
· Invesco Asset Management; and
· Woodford Investment Management.
The Directors, consider, having consulted with the Company's nominated adviser, Zeus Capital Limited, that the terms of the Related Parties' participation in the Placing are fair and reasonable insofar as the Company's shareholders are concerned.
The Directors consider that the Placing and the Resolutions are in the best interests of the Company and its shareholders as a whole and accordingly recommend that shareholders vote in favour of the Resolutions, as they intend to do in respect of their own legal and/or beneficial shareholdings, amounting, in aggregate, to 20,000,572 Ordinary Shares (representing approximately 38.4 per cent. of the Company's existing issued share capital).
Commenting on the Placing, Duncan Peyton, CEO of 4D said: "We are delighted to have successfully raised these funds through both existing and new investors. We would like to thank existing investors for their continued support and encouragement, and we welcome our new investors to the Company. This is an incredibly exciting time for 4D as it looks to progress its work in the microbiome field."
For Further information please contact:
+ 44 (0) 161 837 6205
Duncan Peyton, Chief Executive Officer
Zeus Capital Limited - Nomad and Broker
Dan Bate/Ross Andrews
+44 (0) 161 831 1512
+44 (0) 20 7533 7727
Number of Ordinary Shares in issue at the date of this announcement
Number of Placing Shares to be issued
Number of Ordinary Shares in issue following Admission*
Placing Shares expressed as a percentage of the enlarged share capital following Admission*
Gross Placing proceeds