On December 23, 2019, Summit Therapeutics plc (the “Company”) announced the results of the resolutions proposed at the Company’s previously announced general meeting of shareholders in connection with (i) the proposed fundraising consisting of (a) the proposed subscription (the “Subscription”) by Mr. Robert W. Duggan (the “Subscriber”) of an aggregate of 166,157,050 ordinary shares (the “Subscription Shares”) of the Company, par value £0.01 per share (the “Ordinary Shares”), and warrants to purchase an aggregate of 24,923,555 Ordinary Shares and (b) the separate proposed placing (the “Placing” and, together with the Subscription, the “Fundraising”) of 9,221,400 Ordinary Shares (the “Placing Shares”) and warrants to purchase an aggregate of 1,383,210 Ordinary Shares in aggregate to two investors in Europe, including the Company’s chief executive officer, Glyn Edwards and (ii) the proposed cancellation of the admission of the Ordinary Shares on AIM (the “AIM Delisting”). All of the resolutions were duly approved by the Company’s shareholders by way of a poll.
The Company also announced that the expected date of admission of the Subscription Shares and the Placing Shares to trading on AIM pursuant to Rule 6 of the AIM Rules for Companies as published from time to time by London Stock Exchange plc (such event, the “Admission”) has been changed from on or about December 30, 2019 to on or about December 24, 2019. As a result, the Subscription is expected to close on or about December 24, 2019, subject to the satisfaction of certain customary closing conditions and the following additional conditions: (i) Admission shall have occurred; (ii) Frank Armstrong, Leopoldo Zambeletti and David Wurzer shall have delivered to the Company executed resignation letters effective upon Admission; and (iii) the Company shall have delivered to the Subscriber and three additional proposed directors, Dr. Elaine Stracker, Dr. Ventzislav Stefanov and Manmeet Soni, executed appointment letters effective upon Admission.
The Placing is also expected to close on or about December 24, 2019, subject to the satisfaction of certain customary closing conditions and the following additional conditions: (i) the securities purchase agreement with the Subscriber dated December 6, 2019 shall not have lapsed or been terminated and shall have been completed in accordance with its terms, subject only to Admission; and (ii) Admission shall have occurred.
The Company’s shareholders duly approved the resolution that the admission of the Ordinary Shares to trading on AIM be cancelled. It is expected that trading of the Ordinary Shares on AIM will cease at 7:00 a.m. GMT on February 24, 2020. The Company’s American Depositary Shares (“ADSs”) will remain listed on the Nasdaq Stock Market (“Nasdaq”) and, accordingly, all public trading of securities in the Company will take place on Nasdaq following the AIM Delisting.
The full text of the related press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
This Form6-K, including Exhibit 99.1 hereto, does not constitute an offer to sell, or a solicitation of offers to purchase or subscribe for, securities in the United States or in any other jurisdiction.
Forward-Looking Statements
Any statements in this Form6-K about the Company’s future expectations, plans and prospects, including but not limited to, statements about whether or not the Company will consummate the Fundraising and the anticipated use of the proceeds from the Fundraising, the AIM Delisting, the trading markets for the Company’s Ordinary Shares and ADSs, the clinical and preclinical development of the Company’s product candidates, the therapeutic potential of the Company’s product candidates, the potential of the Discuva Platform, the potential commercialization of the Company’s product candidates, the sufficiency of the Company’s cash resources, the timing of initiation, completion and availability of data from
