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RNS Number : 3668K
GW Pharmaceuticals PLC
24 June 2014
GW Pharmaceuticals plc Announces Full Exercise of Underwriters'
Option to Purchase Additional ADSs
NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, TO U.S. NEWSWIRE
SERVICES OR FOR RELEASE, PUBLICATION OR DISSEMINATION IN OR INTO OR
FROM THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR SOUTH AFRICA OR
ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION
OF THE RELEVANT LAWS OF SUCH JURISDICTION
London, UK, 24 June 2014: GW Pharmaceuticals plc (Nasdaq: GWPH,
AIM: GWP, "GW" or the "Company"), a biopharmaceutical company
focused on discovering, developing and commercializing novel
therapeutics from its proprietary cannabinoid product platform,
announced today the full exercise by the underwriters of their
option to purchase from the Company 255,000 additional ADSs
representing 3,060,000 ordinary shares of GW at a price of $86.83
per ADS. The exercise of the underwriters' option is further to the
underwritten public offering by the Company and certain of its
shareholders of 1,700,000 American Depositary Shares ("ADSs")
representing 20,400,000 ordinary shares of GW, announced on 19 June
2014. The exercise of the option brings the total ADSs to be sold
by GW to 1,455,000 and brings to $126.3 million the gross proceeds
to the Company raised in the public offering (before deducting
underwriting discount, commissions and offering expenses). Closing
of the offering is expected to occur on 25 June 2014.
Morgan Stanley, BofA Merrill Lynch and Cowen and Company, are
acting as joint book-running managers for the offering. Piper
Jaffray is acting as lead manager.
The ADSs described above are being offered by GW and the selling
shareholders pursuant to a shelf registration statement filed by GW
with the Securities and Exchange Commission ("SEC") that became
automatically effective on 7 May 2014. The offering of the ADSs is
being made only by means of a prospectus and prospectus supplement.
You may obtain these documents on the SEC's website at
http://www.sec.gov. Alternatively, the prospectus and prospectus
supplement may be obtained from Morgan Stanley, Attention:
Prospectus Department, 180 Varick Street, 2nd Floor, New York, New
York 10014; BofA Merrill Lynch, 222 Broadway, New York, NY 10038,
attention: Prospectus Department, email:
dg.prospectus_requests@baml.com; Cowen and Company, c/o Broadridge
Financial Services, 1155 Long Island Avenue, Edgewood, NY, 11717,
Attn: Prospectus Department; or from Piper Jaffray., Attention:
Prospectus Department, 800 Nicollet Mall, J12S03, Minneapolis, MN
55402.
As announced on 19 June 2014, certain of the directors of the
Company have, pursuant to an underwriting agreement dated 18 June
2014, agreed to sell some of their ordinary shares in GW at the
offering price of $86.83 per ADS, less underwriting discounts,
commissions and offering expenses. The number of shares to be sold
by Dr Geoffrey Guy was previously disclosed on 19 June 2014 as
3,087,428 ordinary shares. The correct number to be sold is
3,087,430 ordinary shares.
Following the completion of this offering the number of GW
ordinary shares in which each Director will be beneficially
interested and the percentage of the Company's enlarged issued
share capital represented by that resulting beneficial interest
will be as set out in the table below:
Director Resulting Percentage
beneficial of enlarged
interest share capital
represented
by resulting
beneficial
interest
-------------- ------------ ---------------
Geoffrey
Guy 14,100,226 6.0%
-------------- ------------ ---------------
Justin Gover 2,143,305 0.9%
-------------- ------------ ---------------
Stephen 5,000 <0.1%
Wright
-------------- ------------ ---------------
Thomas Lynch 56,344 <0.1%
-------------- ------------ ---------------
Adam George 21,696 <0.1%
-------------- ------------ ---------------
James Noble 47,500 <0.1%
-------------- ------------ ---------------
The 17,460,000 new ordinary shares being issued by the Company
pursuant to the offering by the Company and the 1,885,911 new
ordinary shares being issued by the Company on completion of the
previously announced exercise of options by the relevant directors
(together the "New Shares") will, when issued, be credited as fully
paid and will rank pari passu in all respects with the existing
ordinary shares of the Company, including the right to receive all
dividends and other distributions declared, made or paid in respect
of such shares after the date of issue of the New Shares.
Application has been made to the London Stock Exchange for the
New Shares to be admitted to the AIM market operated by the London
Stock Exchange. It is expected that admission will become effective
at 8.00 a.m. on 26 June 2014.
This press release does not constitute a prospectus and does not
constitute or form, and will not form, part of any offer or
invitation to sell or issue, or the solicitation of an offer to
purchase or acquire, any of the ordinary shares or ADSs or any
other securities in the United States of America or in any other
jurisdiction. Securities may not be offered or sold in the United
States of America absent registration or an exemption from
registration under the United States Securities Act of 1933, as
amended (the "Securities Act"). Any public offering of securities
to be made in the United States will be made by means of a
prospectus. Such prospectus will contain detailed information about
the issuer and its management and financial statements. This press
release is being issued pursuant to and in accordance with Rule
135e under the Securities Act.
No money, securities or other consideration is being solicited,
and, if sent in response to the information contained in this press
release, will not be accepted.
Members of the public outside the United States will not be
eligible to take part in the offering described above.
This press release is not directed to, or intended for
distribution or use by, any person or entity that is a citizen or
resident or located in any locality, state, country or other
jurisdiction where such distribution, publication, availability or
use would be contrary to law or regulation or which would require
any registration or licensing within such jurisdiction.
The distribution of this press release into jurisdictions other
than the UK may be restricted by law. Persons into whose possession
this announcement comes should inform themselves about and observe
any such restrictions.
For readers in the European Economic Area
In any EEA Member State that has implemented the Prospectus
Directive, this communication is only addressed to and directed at
qualified investors in that Member State within the meaning of the
Prospectus Directive. The term "Prospectus Directive" means
Directive 2003/71/EC (and amendments thereto, including Directive
2010/73/EU, to the extent implemented in each relevant Member
State), together with any relevant implementing measure in the
relevant Member State.
For readers in the United Kingdom
This communication, in so far as it constitutes an invitation or
inducement to enter into investment activity (within the meaning of
s21 Financial Services and Markets Act 2000 as amended) in
connection with the securities which are the subject of the
offering described in this press release or otherwise, is being
directed only at (i) persons who are outside the United Kingdom or
(ii) persons who have professional experience in matters relating
to investments who fall within Article 19(5) ("Investment
professionals") of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (the "Order") or (iii) certain
high value persons and entities who fall within Article 49(2)(a) to
(d) ("High net worth companies, unincorporated associations etc")
of the Order; or (iv) any other person to whom it may lawfully be
communicated (all such persons in (i) to (iv) together being
referred to as "relevant persons"). The ADSs are only available to,
and any invitation, offer or agreement to subscribe, purchase or
otherwise acquire such ADSs will be engaged in only with, relevant
persons. Any person who is not a relevant person should not act or
rely on this document or any of its contents.
About GW Pharmaceuticals plc
Founded in 1998, GW is a biopharmaceutical company focused on
discovering, developing and commercializing novel therapeutics from
its proprietary cannabinoid product platform in a broad range of
disease areas. GW commercialized the world's first plant-derived
cannabinoid prescription drug, Sativex(R), which is approved for
the treatment of spasticity due to multiple sclerosis in 25
countries outside the United States. Sativex is also in Phase 3
clinical development as a potential treatment of pain in people
with advanced cancer. This Phase 3 program is intended to support
the submission of a New Drug Application for Sativex in cancer pain
with the U.S. Food and Drug Administration and in other markets
around the world. GW has a deep pipeline of additional cannabinoid
product candidates, including Epidiolex which has received Orphan
Drug Designation from the FDA for the treatment of Dravet and
Lennox-Gastaut syndromes, severe, drug-resistant epilepsy
syndromes. GW's product pipeline also includes compounds in Phase 1
and 2 clinical development for glioma, ulcerative colitis, type--2
diabetes, and schizophrenia. For further information, please visit
www.gwpharm.com.
Forward-looking statements
This news release may contain forward-looking statements that
reflect GW's current expectations regarding future events,
including statements regarding the timing of and potential listing
of American Depository Shares on the NASDAQ Global Market, the
proposed closing date of such offering and development and
regulatory clearance of the GW's products. Forward-looking
statements involve risks and uncertainties. Actual events could
differ materially from those projected herein and depend on a
number of factors, including (inter alia), the success of the GW's
research strategies, the applicability of the discoveries made
therein, the successful and timely completion of uncertainties
related to the regulatory process, and the acceptance of
Sativex(R), Epidiolex(R) and other products and product candidates
by consumer and medical professionals. A further list and
description of other risks and uncertainties associated with an
investment in GW can be found in GW's filings with the U.S.
Securities and Exchange Commission, including its shelf
registration statement, the prospectus supplement and the documents
incorporated by reference therein. Existing and prospective
investors are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date hereof.
GW undertakes no obligation to update or revise the information
contained in this press release, whether as a result of new
information, future events or circumstances or otherwise.
Enquiries:
GW Pharmaceuticals plc (Today) +44 20 3727 1000
Justin Gover, Chief Executive Officer (Thereafter) + 44 1980
557000
Stephen Schultz, VP Investor Relations 917 280 2424 / 401 500
(US) 6570
Peel Hunt LLP (Nominated Adviser) +44 (0) 20 7418 8900
James Steel/Oliver Jackson
FTI Consulting (Media Enquiries)
Ben Atwell / Simon Conway / John Dineen
(UK) + 44 20 3727 1000
This information is provided by RNS
The company news service from the London Stock Exchange
END
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