MTFB.L

Motif Bio Plc
Motif Bio PLC - Result of General Meeting
14th June 2021, 11:24
TwitterFacebookLinkedIn
To continue viewing RNS, please confirm that you are a Private Investor*

* A Private Investor is a recipient of the information who meets all of the conditions set out below, the recipient:

  1. Obtains access to the information in a personal capacity;
  2. Is not required to be regulated or supervised by a body concerned with the regulation or supervision of investment or financial services;
  3. Is not currently registered or qualified as a professional securities trader or investment adviser with any national or state exchange, regulatory authority, professional association or recognised professional body;
  4. Does not currently act in any capacity as an investment adviser, whether or not they have at some time been qualified to do so;
  5. Uses the information solely in relation to the management of their personal funds and not as a trader to the public or for the investment of corporate funds;
  6. Does not distribute, republish or otherwise provide any information or derived works to any third party in any manner or use or process information or derived works for any commercial purposes.
RNS Number : 8252B
Motif Bio PLC
14 June 2021
 

14 June 2021

 

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF IRELAND, THE REPUBLIC OF SOUTH AFRICA, THE UNITED STATES OF AMERICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

 

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN MOTIF BIO PLC OR ANY OTHER ENTITY IN ANY JURISDICTION.

 

This Announcement contains inside information for the purposes of the market abuse regulation (EU No. 596/2014) as it forms part of United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018 ("UK MAR"). 

 

 

Motif Bio plc

("Motif" or the "Company")

 

Result of General Meeting

 

Motif Bio plc (AIM: MTFB), which has been reclassified as an AIM Rule 15 cash shell, announces the results of its General Meeting held earlier today ("GM").

 

Resolutions 1 to 7 were proposed as ordinary resolutions and resolutions 8 to 10 were proposed as special resolutions. Resolutions 6, 8, 9 and 10 were not passed and given the intercondtionality of these resolutions, the proposed acquisition of the entire issued and to be issued share capital of BiVictriX Therapeutics Limited ("BiVictriX") cannot now proceed.

Pursuant to Rule 15 of the AIM Rules, the Company's ordinary shares will now be cancelled from trading on AIM ("Cancellation"). Cancellation is expected to take place at 8.00 a.m. on 15 June 2021.

The number of votes cast on a poll for and against each of the resolutions proposed (which included all valid proxy votes received), and the number of votes withheld was as follows:

Resolution

Votes

For (including discretionary votes)

%

Votes against

%

Votes withheld

Resolution 1 (Ordinary)

Subject to and conditional upon the passing of Resolutions 2-6 and 8-9, the proposed acquisition be approved.

108,539,292

 

 

 

61

64,440,295

 

 

 

37

4,176,040

Resolution 2 (Ordinary)

Subject to and conditional upon the passing of Resolution 1, Iain Ross be appointed as a director of the Company.

105,036,234

 

 

 

 

59

67,337,694

 

 

 

 

39

4,581,699

Resolution 3 (Ordinary)

Subject to and conditional upon the passing of Resolution 1, Tiffany Thorn be appointed as a director of the Company.

 

 

 

 

107,639,589

 

 

 

 

61

 

 

 

 

63,046,339

 

 

 

 

37

 

 

 

 

4,581,699

Resolution 4 (Ordinary)

Subject to and conditional upon the passing of Resolution 1, Dr Ole (Petter) Veiby be appointed as a director of the Company.

107,559,711

 

 

 

 

61

63,126,217

 

 

 

 

37

4,581,699

Resolution 5 (Ordinary)

Subject to and conditional upon the passing of Resolution 1, Professor Robert Hawkins be appointed as a director of the Company.

107,942,684

 

 

 

 

62

62,744,896

 

 

 

 

37

4,580,047

Resolution 6 (Ordinary)

Subject to and conditional upon the passing of Resolution 1 in accordance with section 618 of the Act, the 654,991,023 ordinary shares of £0.0001 each be consolidated into 2,977,231 ordinary shares of £0.022 each.

72,058,227

 

 

 

 

 

 

41

102,348,638

 

 

 

 

 

 

59

1,237,409

Resolution 7 (Ordinary)

The Directors be authorised for the purpose of section 551 of the Act to allot shares up to the limits set out in the Notice of GM.

92,090,547

 

 

 

 

52

82,281,318

 

 

 

 

47

1,272,409

Resolution 8 (Special)

Subject to and conditional upon the passing of Resolution 1, the registered name of the Company be changed to BiVictriX Therapeutics plc.

108,656,342

 

 

 

 

62

62,248,250

 

 

 

 

36

4,563,035

Resolution 9 (Special)

Subject to and conditional upon the passing of Resolution 1, with effect from Admission, the new articles of association be adopted.

108,260,674

 

 

 

 

62

62,674,211

 

 

 

 

37

4,532,742

Resolution 10 (Special)

Subject to the passing of resolution 7 above, to authorise disapplication of pre-emption rights on a limited basis, set out in the Notice of GM.

87,773,881

 

 

 

 

50

86,645,289

 

 

 

 

50

1,225,104

 

As at today's date, there are 654,991,023 ordinary shares in issue. Shareholders are entitled to one vote per share. Votes withheld are not votes in law and so have not been included in the calculation of the proportion of votes for and against a resolution.

It will not be possible for shareholders to trade their ordinary shares in the immediate short term following Cancellation. If the Company's financial position allows it to do so, the Board may consider implementing a Matched Bargain Facility in the future to give shareholders an opportunity to trade their ordinary shares following Cancellation. Further announcements will be made in due course.

 

For further information please contact:

 

Motif Bio plc

 

ir@motifbio.com

Jonathan Gold (Non-Executive Director)

 

 

 

SP Angel Corporate Finance LLP (NOMAD & BROKER)

+44 (0) 20 3470 0470

David Hignell/Caroline Rowe (Corporate Finance)

 

Vadim Alexandre/Rob Rees (Sales & Broking)

 

 

 

Walbrook PR Ltd. (UK FINANCIAL PR & IR)

+44 (0) 20 7933 8780

Paul McManus/ Lianne Cawthorne

motifbio@walbrookpr.com

 

 

 

Forward-Looking Statements

This announcement may contain forward-looking statements. Words such as "expects", "anticipates", "may", "should", "would", "could", "will", "intends", "plans", "believes", "targets", "seeks", "estimates", "aims", "projects", "pipeline" and variations of such words and similar expressions are intended to identify such forward-looking statements and expectations. These statements are not guarantees of future performance or the ability to identify and consummate transactions and involve certain risks, uncertainties, outcomes of negotiations and due diligence and assumptions that are difficult to predict, qualify or quantify. Therefore, actual outcomes and results may differ materially from what is expressed in such forward-looking statements or expectations. Among the factors that could cause actual results to differ materially are: the general economic climate, competition, interest rate levels, loss of key personnel, the result of legal and commercial due diligence and changes in the legal or regulatory environment.


 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.
 
END
 
 
ROMGPUWPQUPGGGC ]]>
TwitterFacebookLinkedIn