AIM - Schedule One - Motif Bio plc

RNS Number : 7910Z

AIM

26 May 2021

ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM RULES")

COMPANY NAME:

Motif Bio plc ("Motif" or the "Company").

The Company is proposing to change its name to BiVictriX Therapeutics plc upon completion of a reverse takeover ("RTO") of BiVictriX Therapeutics Limited ("BVX"), together the Enlarged Group.

COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES):

Motif:

201 Temple Chambers

3-7 Temple Avenue

London

EC4Y 0DT

BVX:

Optic Technium

St. Asaph Business Park

Fford William Morgan

St. Asaph, Wales

LL17 0JD

Post Admission:

Alderley Park,

Congleton Road

Nether Alderley

Macclesfield

SK10 4TG

COUNTRY OF INCORPORATION:

England and Wales

COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:

www.bivictrix.com (on Admission).

COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING POLICY). IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED:

Motif is currently classified as an AIM Rule 15 cash shell. It proposes to acquire 100 per cent. of BVX by way of an RTO under AIM Rule 14.

BVX is a UK based drug development company which was incorporated in February 2016 and has developed its proprietary Bi-Cygni^® technology. This technology utilises Antibody Drug Conjugates ("ADC"s), an existing class of potent biological drugs, for the treatment of various cancers including Acute Myeloid Leukaemia, the first condition which BVX intends to treat.

BVX has identified a unique, cancer-restricted antigen fingerprint, absent from healthy cells, which can be exploited to produce cancer selective therapeutics. The Bi-Cygni^® technology has been developed to exploit this concept and expedite the development of bispecific therapeutics with an improved therapeutic index. Based on BVX's work to date, these ADCs demonstrate superior potency and tumour selectivity compared to conventional ADCs. The main country of operation is in the UK.

DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFER OF THE SECURITIES (i.e. where known, number and type of shares, nominal value and issue price to which it seeks admission and the number and type to be held as treasury shares):

80,979,876 ordinary shares of £0.022 par value each in the capital of the Company, following a proposed share consolidation ("Ordinary Shares").

No restrictions on transferability.

CAPITAL TO BE RAISED ON ADMISSION (AND/OR SECONDARY OFFERING) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:

Capital to be raised on Admission: Gross proceeds of £10.1 million

Anticipated market capitalisation on Admission: £16.2 million

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

17 per cent

DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM SECURITIES (OR OTHER SECURITIES OF THE COMPANY) ARE OR WILL BE ADMITTED OR TRADED:

N/A

FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the first name by which each is known or including any other name by which each is known):

Existing Directors:

Bruce Andrew Williams (Chairman)*

Jonathan Eliot Gold (Non-Executive Director)

Graham George Lumsden (Non-Executive Director)*

Christopher Thomas Wardhaugh (Non-Executive Director)*

Proposed Directors:

Tiffany Jane Thorn (Chief Executive Officer)

Iain Gladstone Ross (Non-Executive Chairman)

Dr. Ole Petter Veiby (Non-Executive Director)

Professor Robert Edward Hawkins (Non-Executive Director)

*On Admission, Bruce Williams, Graham Lumsden and Christopher Wardhaugh will step down from the Board.

FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER ADMISSION (underlining the first name by which each is known or including any other name by which each is known):

Name	Number of Ordinary Shares*	Percentage of Existing Ordinary Shares	Number of Ordinary Shares immediately following Admission	Percentage of Enlarged Issued Share Capital
Development Bank of Wales	9,405,654	28%	11,510,562	14.2%
Canaccord Genuity	-	-	6,000,000	7.4%
Ora Capital	-	-	5,000,000	6.2%
Robert Keith	-	-	5,000,000	6.2%
Alderley Park Ventures	4,578,079	14%	4,466,495	5.5%
Patronus Partners	-	-	3,600,000	4.5%
Optiva Securities	-	-	3,587,871	4.4%
Cleveland Capital	-	-	2,700,000	3.3%
Bio City Investments	2,252,809	7%	2,242,081	2.7%
Future Fund	2,252,809	7%	2,242,081	2.7%
Tiffany Thorn	1,745,989	5%	1,540,258	1.9%

* Based on current BVX holding on a pre-consolidation basis

NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES:

N/A

(i) ANTICIPATED ACCOUNTING REFERENCE DATE

(ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited interim financial information)

(iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND 19:

(i) 31 December

(ii) Audited results to 31 December 2020 for both Motif and BVX

(iii) Accounts for 6 month period ended 30 June 2021 (to be notified by 30 September 2021); Accounts for 12 month period ended 31 December 2021 (by 30 June 2022); Accounts for 6 months ended 30 June 2022 (by 30 September 2022).

EXPECTED ADMISSION DATE:

15 June 2021

NAME AND ADDRESS OF NOMINATED ADVISER:

S.P. Angel Corporate Finance LLP, Prince Frederick House, 35-39 Maddox Street, Mayfair, London, W1S 2PP

NAME AND ADDRESS OF BROKER:

S.P. Angel Corporate Finance LLP, Prince Frederick House, 35-39 Maddox Street, Mayfair, London, W1S 2PP

OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES:

Copies of this document will be available free of charge to the public during normal business hours on any day (Saturdays, Sundays and public holidays excepted) at the offices of S.P. Angel Corporate Finance LLP, Prince Frederick House, 35-39 Maddox Street, Mayfair, London, W1S 2PP in accordance with the AIM Rules. This document will also be available for download from the Company's website at www.motifbio.com up to Admission and at www.bivictrix.com post Admission.

THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO APPLY

The Enlarged Group will adopt the QCA Corporate Governance Code, as published by the Quoted Companies Alliance.

DATE OF NOTIFICATION:

26 May 2021

NEW/ UPDATE:

New

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