4d Pharma PLC Cancellation of admission to trading on AIM (0466Q)
February 15 2023 - 8:16AM
UK Regulatory
TIDMDDDD
RNS Number : 0466Q
4d Pharma PLC
15 February 2023
4D pharma plc (in administration)
Cancellation of admission to trading on AIM
Leeds, UK, 15 February 2023 - 4D pharma plc (the "Company")
(AIM: DDDD, NASDAQ: LBPS) , a pharmaceutical company leading the
development of Live Biotherapeutic products (LBPs), a novel class
of drug derived from the microbiome, announces the cancellation of
the admission to trading of its ordinary shares with effect from
7.00 a.m. tomorrow, Thursday 16 February 2023.
On 24 June 2022, the Company entered into administration
pursuant to paragraph 14 of Schedule B1 to the Insolvency Act 1986
(the "Act"), David John Pike and James Richard Clark (together, the
"Joint Administrators") were appointed as joint administrators of
the Company (the "Administration") and the Company's ordinary
shares were suspended from trading on AIM.
On 7 October 2022, Armistice Capital Master Fund Ltd
("Armistice") acquired the secured debt under which the Company was
placed into the Administration. Armistice are the sole secured
creditor of the Company and the party with the primary economic
interest in the Administration.
Since 7 October 2022, in line with their statutory duties under
paragraph 3(1)(a) of Schedule B1 to the Act, the Joint
Administrators have been engaged in further discussions with
Armistice with a view to securing a permanent solution to the
Company's funding shortfall as (i) a possible means of achieving
the rescue of the Company as a going concern, (ii) the Company's
eventual exit from the Administration pursuant to paragraph 80(2)
of Schedule B1 to the Act and (iii) the return from suspension of
its ordinary shares on AIM (together, the "Administration Exit").
The Administration Exit was to be funded primarily by the issuance
of ordinary shares in the Company to be subscribed for by Armistice
for an aggregate total subscription price of USD $15,000,000 (the
"Equity Raise"), subject to the approval of the Company's
shareholders as required for the issuance of such shares.
An extraordinary general meeting of the Company's shareholders
was therefore called pursuant to a circular issued by the Joint
Administrators on 30 December 2022 and such meeting was held on 16
January 2023, whereby the requisite shareholder approval to the
Equity Raise was secured.
On 31 January 2023, Armistice notified the Joint Administrators
that, as the Company's secured creditor, it would no longer support
the use of the Company's cash assets to progress work towards the
Administration Exit and that the Equity Raise, being the principal
funding under which the Administration Exit was to be funded, would
no longer be provided. In view of Armistice's decision in this
regard, the Administration Exit is no longer a tenable option for
the Company acting by the Joint Administrators.
In light of the above developments, the Joint Administrators
have proceeded to market the constituent assets of the Company
(including certain businesses and assets of the Company's
subsidiaries) for sale with a view to maximising realisations for
the Company's creditors and, in the event of any proceeds of such
sales being in surplus of the Company's secured debt, its
shareholders (the "New Sales Process"). The Joint Administrators
are undertaking the New Sales Process as, at the date of this
announcement, it is the option with the greatest likelihood of
producing the most return for the Company's stakeholders and as
such are acting in accordance with their statutory duties under the
Act.
As the Administration Exit is no longer a viable option for the
Company, its ordinary shares will not return from suspension and
instead will be cancelled from admission to trading on AIM with
effect from 7.00 a.m. tomorrow, Thursday 16 February 2023.
Enquiries:
4D Pharma Plc (in administration)
James Richard Clark
Joint Administrator + 44 20 3989 2800
David John Pike
Joint Administrator + 44 20 3989 2800
Singer Capital Markets Nominated
Adviser
Phil Davies + 44 20 7496 3000
Overseas jurisdictions
The release, publication or distribution of this announcement in
jurisdictions other than the United Kingdom may be restricted by
law and/or regulations. Persons who are not resident in the United
Kingdom or who are subject to the laws and regulations of other
jurisdictions should inform themselves of, and observe, any
applicable requirements, as any failure to comply with such
requirements may constitute a violation of the securities laws of
any such jurisdiction. To the fullest extent permitted by
applicable law, the Company and all persons involved in the New
Sales Process or the cancellation of the admission to trading of
the Company's ordinary shares on AIM disclaim any responsibility or
liability for the violation of such restrictions by any person.
Publication on Website
A copy of this announcement will be made available on the
Company's website at www.4dpharmaplc.com and by no later than 12
noon (London time) on the first business day following the date of
this announcement. The content of the Company's website is neither
incorporated into nor form part of this announcement.
Disclaimer
The Joint Administrators have prepared this announcement as
agents for and on behalf of the Company and neither they nor their
firm, partners or employees shall incur any personal liability
whatsoever in respect of any of the obligations undertaken by the
Company, or in respect of any failure on the part of the Company to
observe, perform or comply with any such obligations; or under or
in relation to any associated arrangements or negotiations; or
under any document or assurance made pursuant to or in connection
with this announcement other than, in each case, in respect of
gross negligence, fraud or wilful misconduct.
The Joint Administrators have prepared this announcement in
their personal capacities only for the purpose of receiving the
benefit of the exclusions, limitations, and protections in their
favour contained in this disclaimer.
This disclaimer shall continue for the benefit of the Joint
Administrators, notwithstanding the fact that the Joint
Administrators may cease to act as officeholder in respect of the
Company.
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