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14 December 2017
biopharma credit plc
RESULTS OF PLACING
The Board of BioPharma Credit PLC (the "Company") is pleased to announce the completion of the issue of ordinary shares ("Shares") made on a non pre-emptive basis (the "Issue") announced earlier today.
A total of 152,375,471 Shares were placed at a price of US$1.0114 (the "Issue Price"), raising gross proceeds of approximately US$154 million. The Shares have been placed by J.P. Morgan Securities plc (which conducts its UK investment banking business as J.P. Morgan Cazenove) and Goldman Sachs International (the "Joint Bookrunners"). The Shares being issued represent approximately 20 per cent. of the Company's issued ordinary share capital prior to the Issue. The Issue was oversubscribed and the Issue Price represents a discount of approximately 2.75 per cent. to the Company's closing share price on 13 December 2017.
Commenting on the Issue, Jeremy Sillem, Chairman of the Company, said:
"Having recently announced its first three major investments, the response to today's placing reflects the attractive nature of the Company's investment proposition. Following a busy few weeks, the Board looks forward to continuing to support the management team in their ongoing execution of the strategy."
Pedro Gonzalez de Cosio, Co-Founder and CEO of Pharmakon Advisors LP, added:
"We are once again pleased by the strong demand we have received from the market and would like to thank existing shareholders for their ongoing support as well as welcoming some new investors. Today's placing will enable the Company to fund future investment commitments and we have an exciting pipeline of attractive potential opportunities which we look forward to continuing to pursue."
As part of the Issue, Invesco Asset Management Limited ("Invesco") purchased, on behalf of its clients, 30,002,730 Shares for a total consideration of US$30,344,761. Additionally, M&G Investment Management Limited ("M&G") purchased, on behalf of its clients, 22,876,420 Shares for a total consideration of US$23,137,211. The issue of shares to Invesco and M&G, both of which are substantial shareholders of the Company under Chapter 11 of the Listing Rules, amount to smaller related party transactions as defined in Listing Rule 11.1.10.
The Shares will, when issued, be subject to the Company's Memorandum and Articles of Association and be credited as fully paid and will rank pari passu in all respects with the existing ordinary shares of US$0.01 each in the capital of the Company, including the right to receive all dividends and other distributions declared, made or paid, after the date of issue of the Shares. For the avoidance of doubt, the Shares will not be entitled to the dividend of US$0.01 declared on 7 December 2017, with ex-dividend date on 14 December, in respect of the period 1 July 2017 to 30 September 2017.
Applications will be made for admission of the 152,375,471 Shares to the Official List of The International Stock Exchange and to trading on the Specialist Fund Segment of the London Stock Exchange's main market for listed securities, with admission expected to occur at 8.00 a.m. on 18 December 2017.
J.P. Morgan Securities plc (which conducts its UK investment banking business as J.P. Morgan Cazenove) and Goldman Sachs International acted as joint bookrunners in respect of the Issue.
The Issue is conditional on, among other things, Admission becoming effective and the Placing Agreement between the Joint Bookrunners and the Company not being terminated.
Following Admission, the total number of Shares in issue will be 914,252,831. This figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure Guidance and Transparency Rules.
BioPharma Credit PLC
via Link Company Matters Limited
+44 (0) 1392 477 500
Goldman Sachs International (Joint Bookrunner)
+44 (0) 207 774 1000
J.P. Morgan Cazenove (Joint Bookrunner)
+44 (0)20 7742 4000
David Rydell / Mark Court / Jamie Hooper / Henry Wilson
+44 (0)20 7466 5000
Notes to Editors:
BioPharma Credit PLC is London's only listed specialist investor in debt from the life sciences industry and joined the LSE on 27 March 2017. The Company seeks to provide long-term shareholder returns, principally in the form of sustainable income distributions from exposure to the life sciences industry. The Company seeks to achieve this objective primarily through investments in debt assets secured by royalties or other cash flows derived from the sales of approved life sciences products.
This Announcement contains Inside Information as defined under the Market Abuse Regulation (EU) No. 596/2014.
Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this Announcement.
This Announcement may not be used in making any investment decision. This Announcement does not contain sufficient information to support an investment decision and investors should ensure that they obtain all available relevant information before making any investment. This Announcement does not constitute and may not be construed as an offer to sell, or an invitation to purchase or otherwise acquire, investments of any description, nor as a recommendation regarding the possible offering or the provision of investment advice by any party. No information in this Announcement should be construed as providing financial, investment or other professional advice and each prospective investor should consult its own legal, business, tax and other advisers in evaluating the investment opportunity. No reliance may be placed for any purposes whatsoever on this Announcement (including, without limitation, any illustrative modelling information contained herein), or its completeness.
Nothing in this Announcement constitutes investment advice and any recommendations that may be contained herein have not been based upon a consideration of the investment objectives, financial situation or particular needs of any specific recipient.
The information and opinions contained in this Announcement are provided as at the date of this Announcement and are subject to change and no representation or warranty, express or implied, is or will be made in relation to the accuracy or completeness of the information contained herein and no responsibility, obligation or liability or duty (whether direct or indirect, in contract, tort or otherwise) is or will be accepted by the Company, Pharmakon Advisors, LP, J.P. Morgan Securities plc (which conducts it UK investment banking activities as J.P. Morgan Cazenove), Goldman Sachs International or any of their affiliates or by any of their respective officers, employees or agents in relation to it.
Potential investors should be aware that any investment in the Company is speculative, involves a high degree of risk, and could result in the loss of all or substantially all of their investment. Results can be positively or negatively affected by market conditions beyond the control of the Company or any other person. There is no guarantee that any returns set out in this Announcement can be achieved or can be continued if achieved, nor that the Company will make any distributions whatsoever. There may be other additional risks, uncertainties and factors that could cause the returns generated by the Company to be materially lower than the returns set out in this Announcement.
The information contained in this Announcement is given at the date of its publication (unless otherwise marked). No reliance may be placed for any purpose whatsoever on the information or opinions contained in this Announcement or on its completeness, accuracy or fairness. This Announcement has not been approved by any competent regulatory or supervisory authority.
The information in this Announcement may include forward-looking statements, which are based on the current expectations and projections about future events and in certain cases can be identified by the use of terms such as "may", "will", "should", "expect", "anticipate", "project", "estimate", "intend", "continue", "target", "believe" (or the negatives thereon) or other variations thereon or comparable terminology. These forward-looking statements, as well as those included in any related materials, are subject to risks, uncertainties and assumptions about the Company, including, among other things, the development of its business, trends in its operating industry, and future capital expenditures and acquisitions. In light of these risks, uncertainties and assumptions, the events in the forward-looking statements may not occur. Each of the Company, Pharmakon Advisors, LP, J.P. Morgan Cazenove, Goldman Sachs International and their affiliates and their respective officers, employees and agents expressly disclaim any and all liability which may be based on this Announcement and any errors therein or omissions therefrom. No representation or warranty is given to the achievement or reasonableness of future projections, management targets, estimates, prospects or returns, if any. Any views contained herein are based on financial, economic, market and other conditions prevailing as at the date of this Announcement. The information contained in this Announcement will not be updated.
This Announcement does not constitute or form part of, and should not be construed as, any offer or invitation or inducement for sale, transfer or subscription of, or any solicitation of any offer or invitation to buy or subscribe for or to underwrite, any share in the Company or to engage in investment activity (as defined by the Financial Services and Markets Act 2000) in any jurisdiction nor shall it, or any part of it, or the fact of its distribution form the basis of, or be relied on in connection with, any contract or investment decision whatsoever, in any jurisdiction. This Announcement does not constitute a recommendation regarding any securities.
This Announcement is only addressed to or directed at: (a) persons outside the European Economic Area ("EEA") to whom it is lawful to communicate; (b) persons in member states of the EEA who are "qualified investors" within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC) ("Qualified Investors") and to whom this Announcement may lawfully be communicated; (c) persons in the United Kingdom who are Qualified Investors and who: (i) have professional experience in matters relating to investments and fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); or (ii) high net worth companies, unincorporated associations and partnerships and trustees of high value trusts as described in Article 49(2) of the Order; or (iii) are other persons to whom it may otherwise lawfully be communicated (all such persons referred to in (c)(i), (ii) and (iii) together being "Relevant Persons"). Any investment or investment activity to which this Announcement relates is available only to and will only be engaged in with the persons referred to in (a), (b) and (c). This Announcement must not be acted on or relied on in any member state of the European Economic Area by persons: (a) who are not Qualified Investors; or (b) (if they are domiciled, resident or have a registered office in the European Economic Area) that are located in a member state of the European Economic Area other than Luxembourg or the UK or any member state of the European Economic Area that has not transposed the AIFM Directive. For the purposes of this provision, "AIFM Directive" means Directive 2011/61/EU of the European Parliament and of the Council of 8 June 2011 on Alternative Investment Fund Managers.
Neither this Announcement nor any part or copy of it may be taken or transmitted into the United States, Australia, Canada, South Africa or Japan, or distributed directly or indirectly to US Persons (as defined below) or in the United States, Australia, Canada, South Africa or Japan. Any failure to comply with this restriction may constitute a violation of applicable law. This Announcement does not constitute an offer of securities to the public in the United States, Australia, Canada, South Africa or Japan or in any other jurisdiction. Persons into whose possession this Announcement comes should observe all relevant restrictions.
The Company has not been and will not be registered under the United States Investment Company Act of 1940, as amended (the "Investment Company Act"), and as such investors will not be entitled to the benefits of the Investment Company Act. The Shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act"), or with any securities regulatory authority of any state or other jurisdiction of the United States, and may not be offered, sold, resold, pledged, transferred or delivered, directly or indirectly, into or within the United States or to, or for the account or benefit of, any "U.S. persons" as defined in Regulation S under the Securities Act ("US Persons"), except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States and in a manner which would not require the Company to register under the Investment Company Act. There will be no public offer of the Shares in the United States.
Neither the United States Securities and Exchange Commission nor any state securities commission has approved or disapproved of the Shares or passed upon or endorsed the merits of the offering of the Shares or the adequacy or accuracy of this Announcement.
Prospective investors should take note that any securities may not be acquired by (i) investors using assets of (A) an "employee benefit plan" as defined in Section 3(3) of US Employee Retirement Income Security Act of 1974, as amended ("ERISA") that is subject to Title I of ERISA; (B) a "plan" as defined in Section 4975 of the US Internal Revenue Code of 1986, as amended (the "US Tax Code"), including an individual retirement account or other arrangement that is subject to Section 4975 of the US Tax Code; or (C) an entity which is deemed to hold the assets of any of the foregoing types of plans, accounts or arrangements that is subject to Title I of ERISA or Section 4975 of the US Tax Code or (ii) a governmental, church, non-US or other employee benefit plan that is subject to any federal, state, local or non-US law that is substantially similar to the provisions of Title I of ERISA or Section 4975 of the US Tax Code.
Both of J.P. Morgan Cazenove and Goldman Sachs International are authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the Prudential Regulation Authority and Financial Conduct Authority. Both of J.P. Morgan Cazenove and Goldman Sachs International are acting for the Company and no one else in connection with the Issue and Admission and will not be responsible to anyone other than the Company for providing the protections afforded to clients of J.P. Morgan Cazenove or Goldman Sachs International or for affording advice in relation to any transaction or arrangement referred to in this Announcement. This Announcement does not constitute any form of financial opinion or recommendation on the part of J.P. Morgan Cazenove or Goldman Sachs International or any of their respective affiliates and is not intended to be an offer, or the solicitation of any offer, to buy or sell any securities. Neither J. P. Morgan Cazenove nor Goldman Sachs International is responsible for the contents of this Announcement. This does not exclude any responsibilities which J.P. Morgan Cazenove or Goldman Sachs International may have under the Financial Services and Market Act 2000 or the regulatory regime established thereafter.
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