THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF REGULATION (EU) NO 596/2014
Mereo BioPharma Files Registration Statement for Proposed Global Offering
London, 23 March 2018 - Mereo BioPharma Group plc (AIM: MPH) (the “Company” or “Mereo BioPharma”), a multi-asset biopharmaceutical company focused on the acquisition, development and commercialisation of innovative therapies that aim to improve outcomes for patients with rare and specialty diseases, announced today the filing of a registration statement on Form F-1 with the U.S. Securities Exchange Commission (“SEC”) relating to a proposed initial public offering of its American Depositary Shares (“ADSs”), representing ordinary shares in the capital of the Company (“Ordinary Shares”), in the United States and a proposed concurrent private placement of Ordinary Shares in Europe and other countries outside of the United States and Canada (together, the “Global Offering”). All ADSs and Ordinary Shares to be sold in the Global Offering will be offered by the Company. The number of Ordinary Shares to be represented by each ADS, the number of ADSs and Ordinary Shares to be offered and the price range for the Global Offering have not yet been determined. The Company has applied to have its ADSs listed on the Nasdaq Global Market under the symbol “MREO”. Upon completion of the Global Offering, the Ordinary Shares will continue to be admitted to trading on the AIM market of the London Stock Exchange plc under the symbol “MPH”.
Cowen and Company, LLC, BMO Capital Markets Corp. and RBC Capital Markets, LLC are acting as book-running managers for the Global Offering. JMP Securities LLC is acting as lead manager and Cantor Fitzgerald Europe is acting as co-manager.
The Global Offering will be made only by means of a prospectus, which, for the avoidance of doubt, will not constitute a “prospectus” for the purposes of the Prospectus Directive (as defined below) and has not been reviewed by any competent authority in any Member State (as defined below).
When available, copies of the preliminary prospectus relating to and describing the terms of the Global Offering may be obtained from the offices of Cowen and Company, LLC, c/o Broadridge Financial Services, Attention: Prospectus Department, 1155 Long Island Avenue, Edgewood, NY 11717 or by telephone at (631) 274-2806; BMO Capital Markets Corp., Attention: Equity Syndicate Department, 3 Times Square, 25th Floor, New York, NY 10036, by telephone at 800-414-3627, or by email at firstname.lastname@example.org; or RBC Capital Markets, LLC, Attention: Equity Syndicate, 200 Vesey Street, 8th Floor, New York, NY 10281, or by telephone at (877) 822-4089 or email to email@example.com.
A registration statement relating to these securities has been filed with the SEC but has not yet become effective. These securities may not be sold, nor may offers to buy these securities be accepted, prior to the time the registration statement becomes effective. This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
For readers in the European Economic Area
In any member state in the European Economic Area (each, a “Member State”) that has implemented the Prospectus Directive (as defined below), this announcement is only addressed to and directed at qualified investors in that EEA 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 announcement, in so far as it constitutes an invitation or inducement to enter into investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000, as amended) in connection with the securities which are the subject of the Global Offering described in this announcement 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, as amended (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 or Ordinary Shares offered in the Global Offering are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such ADSs or Ordinary Shares will be engaged in only with relevant persons. Any person who is not a relevant person should not act or rely on this announcement or any of its contents.
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended (“MiFID II”); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the “MiFID II Product Governance Requirements”), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any “manufacturer” (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the ADSs and Ordinary Shares have been subject to a product approval process, which has determined that such securities are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the “Target Market Assessment”).
Notwithstanding the Target Market Assessment, “distributors” (for the purposes of the MiFID II Product Governance Requirements) should note that: the price of ADSs and Ordinary Shares may decline and investors could lose all or part of their investment; the ADSs and Ordinary Shares offer no guaranteed income and no capital protection; and an investment in ADSs and Ordinary Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Global Offering.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to ADSs or Ordinary Shares.
Each distributor is responsible for undertaking its own target market assessment in respect of the ADSs and the Ordinary Shares and determining appropriate distribution channels.
FOR FURTHER ENQUIRIES:
Mereo BioPharma Group plc
+44 (0)333 023 7319
Denise Scots-Knight, Chief Executive Officer
Richard Jones, Chief Financial Officer
Nominated Adviser and Joint Broker
Cantor Fitzgerald Europe
+44 (0)20 7894 7000
RBC Capital Markets
+44 (0)20 7653 4000
Public Relations Adviser to Mereo
FTI Consulting +44 (0)20 3727 1000
US Public Relations Advisor to Mereo
+01 (0) 212 213 0006