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BioPharma Credit PLC (BPCR)

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Friday 19 October, 2018

BioPharma Credit PLC

PROPOSED PLACING OF ORDINARY SHARES

RNS Number : 5387E
BioPharma Credit PLC
19 October 2018
 

NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, TO ANY US PERSONS OR IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, SOUTH AFRICA OR JAPAN, OR ANY OTHER JURISDICTION, OR TO ANY PERSON, WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF APPLICABLE LAW.

This announcement is an advertisement and not a prospectus and not an offer of securities for sale to U.S. persons or in any jurisdiction, including in or into the United States, Australia, Canada, South Africa or Japan.

Neither this announcement, nor anything contained herein shall constitute or form a part of any offer to sell, or a solicitation of any offer to purchase or otherwise acquire, securities by any US Persons or in the United States or any other jurisdiction. Neither this announcement nor any part of it shall form the basis of or be relied on in connection with or act as an inducement to enter into any contract or commitment whatsoever.

Investors should not purchase or subscribe for any transferable securities referred to in this announcement except on the basis of information that is contained in the prospectus (the "Prospectus") published by BioPharma Credit PLC (the "Company") in connection with the initial placing and offer for subscription of C shares (the "C Shares") (the "Initial Issue") and the placing programme and offer for subscription of C Shares and/or ordinary shares (the "Ordinary Shares" and together with the C Shares, the "Shares") (the "Placing Programme" and together with the Initial Issue, the "Issue") and the admission of the Shares issued pursuant to the Issue to trading on the Specialist Fund Segment of the Main Market of London Stock Exchange plc (the "London Stock Exchange") and to listing and trading on the Official List of The International Stock Exchange Authority (the "Admission"), together with any subsequent public disclosures by the Company. Copies of the Prospectus are available at the Company's registered office and available for viewing at the National Storage Mechanism at http://www.morningstar.co.uk/uk/nsm  

        

19 OCTOBER 2018

BioPharma Credit plc

(the "Company")

PROPOSED PLACING OF ORDINARY SHARES

 

The Board of BioPharma Credit PLC is pleased to announce a Placing of new Ordinary Shares under its existing Placing Programme as described in the Prospectus published on 14 March 2018.

 

Highlights

·      Proposed Placing of new Ordinary Shares targeting gross proceeds of US$150 million

·      Issue Price of US$1.025 per new Ordinary Share, representing a premium of c. 2.85 per cent. to the ex-dividend 30 September 2018 Net Asset Value per Ordinary Share

The Company has today separately announced its Net Asset Value per Ordinary Share of US$1.0141 as at 30 September 2018. Adjusting for the dividend of US$0.0175 in respect of the period ended 30 September 2018, which will be paid to holders of Ordinary Shares on the register as at close on 2 November 2018, this is equivalent to a NAV per Ordinary Share of US$0.9966

·      Net proceeds to be used to acquire further investments in accordance with the Company's investment policy

The Company has fully deployed the c. US$164 million raised through the Initial Placing and Offer of C Shares earlier this year

Strong pipeline of future investment opportunities, some of which may become actionable in the near term

 

Pedro Gonzalez de Cosio, CEO and co-founder of Pharmakon Advisors, the Investment Manager of BioPharma Credit PLC said:

 

"During the six months following completion of the Company's C Share issue in April, the Company has successfully closed three additional attractive investments deploying US$445 million, US$281 million more than the C Share issue, helping broaden its investment portfolio.  We continue to see a number of attractive opportunities to increase the diversification and scale of the portfolio further, supporting our long-term uncorrelated income distributions to shareholders.  Being fully invested at this time, the Company is seeking additional capital to take advantage of this robust pipeline of key investment opportunities." 

 

Background

·      In March 2017, the Company raised gross proceeds of US$761.9 million from an initial public offering, and was admitted to trading on the Specialist Fund Segment of the Main Market of the London Stock Exchange and to listing and trading on the Official List of The International Stock Exchange

·      A further c. US$318 million has been raised since IPO to fund future investment commitments, through a c. US$154 million placing of new Ordinary Shares on 14 December 2017 and a c. US$164 million issue of C Shares on 13 April 2018

·      The Company has been actively deploying cash since its IPO, with several major investments, including:

US$322 million to Tesaro, an oncology-focused biopharmaceutical company (funded in two tranches)

US$124.5 million to Lexicon, a fully integrated biopharmaceutical company, with an additional amount of up to US$41.5 million to be committed by 30 March 2019 at Lexicon's option, subject to certain sales conditions

US$140 million to US$160 million to Bristol Myers Squibb between 2018 and 2020, determined by product sales over that period, of which c. US$41 million has been funded by the Company as at the date of this announcement

US$150 million to NovoCure, a commercial stage oncology company

US$194 million to Sebela, a private specialty pharmaceutical company focused on gastrointestinal medicines, dermatology, and women's health

US$150 million to Amicus, a rare metabolic disease-focused biopharmaceutical company

·      As at 18 October 2018, the Company held US$55,350,885.98 (unaudited) in cash which, excluding expected future cash generation, is substantially fully committed.

·      In addition to the above, since the publication of the Prospectus, the Company has also:

held an extraordinary general meeting on 11 April 2018 to approve certain related party transactions in connection with the Placing Programme;

held its first annual general meeting on 29 June 2018 at which, amongst other resolutions, shareholders approved the amendment of its articles of association to allow for board meetings to be conducted electronically and a related party transaction in respect of certain amendments  to the Investment Management Agreement relating to the performance fee;

published a half yearly report for the period ended 30 June 2018;

declared further interim dividends on the Ordinary Shares in May, August and October 2018, in line with its dividend policy and targets.

·      The results of the extraordinary general meeting and the annual general meeting, and details of the dividends declared, were announced by RIS and can be found on www.londonstockexchange.com. The notices of the general meetings, the half yearly report and the updated AIFM Directive disclosures around the revised performance fee can be found on the Company's website, www.bpcruk.com.

Use of proceeds

The Company will use the net proceeds of the Placing in accordance with its investment objective and policy to fund current and future investment commitments, which may also be financed through borrowing facilities that may be put in place at a future date.

 

In line with the Company's intentions, the net proceeds will allow it to create an increasingly diversified portfolio for investors by continuing to invest across a range of different forms of debt assets issued by a variety of borrowers.

 

The Company has a number of subsequent potential commitments related to its existing investments which may be exercised, subject to certain sales conditions, over the course of 2018 and beyond totalling c. US$99-160 million.

 

Furthermore, the Investment Manager continues to assess and evaluate a pipeline of attractive confidential investment opportunities for the Company, some of which may become actionable in the near term. 

 

Details of the Issue

The Company is targeting raising gross proceeds of US$150 million by way of the Placing through the issuance of 146,341,464 or more Ordinary Shares at an Issue Price of US$1.025. The Issue Price represents a c. 2.85 per cent. premium to the Company's ex-dividend NAV per Ordinary Share of US$0.9966 as at 30 September 2018, adjusted to take account of the dividend of US$0.0175 payable to holders of Ordinary Shares on the register as at close on 2 November 2018.

 

At the outset of the Placing Programme, the Company was able to issue up to 2,000 million New Ordinary Shares and / or C Shares. Following the Initial Placing and Offer of C Shares in March, the Company's remaining authority under the Placing Programme allows it to issue up to 1,836 million New Ordinary Shares and / or C Shares.

 

The Company has agreed with JPMC that it will not, without the prior written consent of JPMC, during the period of 90 days after Admission, directly or indirectly, issue, offer or otherwise transfer or dispose of any shares in the capital of the Company or any interest in such shares.

 

J.P. Morgan Securities plc is acting as sole global co-ordinator and Joint Bookrunner to the Company. Goldman Sachs International and Canaccord Genuity Limited are acting as Joint Bookrunners to the Company with respect to this Placing. The Placing Agreement dated 14 March 2018 has been amended to reflect these changes.

 

Capitalised terms used in this announcement and not otherwise defined will have the meanings given to them in the Prospectus published on 14 March 2018.

Timetable

The expected timetable for the Placing is as follows:

Placing opens

19 October 2018

Latest time and date for receipt of placing commitments

12:00 pm on 31 October 2018

Results of Placing announced and trade date

1 November 2018

Admission and settlement

5 November 2018

 

Any changes to the expected timetable set out above will be notified by the Company through a Regulatory Information Service. References to times are to London times unless otherwise stated.

Enquiries

BioPharma Credit plc

via Link Company Matters Limited

Company Secretary

+44 (0)1392 477 509

 

J.P. Morgan Securities plc - Sole Global Coordinator and Joint Bookrunner

+44 (0)20 7742 4000

William Simmonds

Oliver Kenyon

Anne Ross

 

Canaccord Genuity Limited - Joint Bookrunner

+44 (0)20 7523 8000

Robbie Robertson

Dominic Waters

Will Barnett

Neil Brierley

 

Goldman Sachs - Joint Bookrunner

+44 (0)20 7774 1000

Charlie Lytle

Shomick Bhattacharya

Tom Hartley

 

Buchanan

+44 (0)20 7466 5000 / [email protected]

David Rydell

Mark Court

Jamie Hooper

Henry Wilson

 

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.

 

LEI: 213800AV55PYXAS7SY24

 

This announcement contains Inside Information as defined under the Market Abuse Regulation (EU) No. 596/2014.

This announcement is an advertisement and not a prospectus and investors should not subscribe for or purchase any shares referred to in this announcement except on the basis of information in the Prospectus published by the Company in connection with the Issue and Admission, together with any subsequent public disclosures by the Company. Copies of the Prospectus are available from the Company's registered office and are available for viewing at the National Storage Mechanism at http://www.hemscott.com/nsm.do.

The merits or suitability of any securities must be independently determined by each investor on the basis of its own investigation and evaluation of the Company. Any such determination should involve, among other things, an assessment of the legal, tax, accounting, regulatory, financial, credit and other related aspects of the securities.

The information contained in this announcement is for background purposes only and does not purport to be full or complete and 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 by any person for any purposes whatsoever on this announcement, or its accuracy, fairness or 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 its UK investment banking activities as J.P. Morgan Cazenove), Goldman Sachs International, Canaccord Genuity Limited or any of their respective affiliates or by any of their respective officers, employees or agents in relation to it.

The Company has a limited operating history and investors have a limited basis on which to evaluate the Company's ability to achieve its investment objective. 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.

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 Canaccord Genuity Limited and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any forward looking statement contained in this announcement whether as a result of new information, future developments or otherwise.

Each of the Company, Pharmakon Advisors, LP, J.P. Morgan Cazenove, Goldman Sachs International and Canaccord Genuity Limited and their respective affiliates, officers, employees and agents expressly disclaim any and all liability which may be based on this announcement and any errors therein or omissions therefrom.

The date of Admission may be influenced by things such as market conditions. There is no guarantee that Admission will occur and you should not base your financial decisions on the Company's intentions in relation to Admission at this stage. Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing the entire amount invested. Persons considering making such investments should consult an authorised person specialising in advising on such investments. This announcement does not constitute a recommendation concerning the Issue. The value of shares can decrease as well as increase. Potential investors should consult a professional advisor as to the suitability of the Issue for the person concerned.

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. The target gross proceeds is a target only and should not be taken as an indication of the gross proceeds which will be raised under the Initial Issue or the Issue as a whole.

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.

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, Australia, Canada, South Africa or Japan.

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.

The Company may be deemed to be a "covered fund" for the purposes of Section 13 of the U.S. Bank Holding Company Act of 1956, as amended, and any implementing regulations and related guidance (the "Volcker Rule"). Further, the Shares constitute an "ownership interest" for purposes of the Volcker Rule. As a result, the Volcker Rule may, subject to certain exemptions, prohibit certain banking institutions from, directly or indirectly, acquiring or retaining the Shares. This prohibition may adversely affect the liquidity and market price of the Shares. In addition, any entity that is a "banking entity" under the Volcker Rule and is considering an investment in the Shares should consider the potential impact of the Volcker Rule in respect of such investment and on its portfolio generally."

The Company believes that it is, and expects that it will continue to be, a Passive Foreign Investment Company for US federal income tax purposes. US shareholders should consult their tax advisers regarding the potential application of the PFIC regime.

This announcement and the Issue are subject to the Alternative Investment Fund Managers Directive ("AIFMD") as implemented by Member States of the European Economic Area. Outside of the United Kingdom, this announcement and the Issue are directed only at professional investors in the following member states: Netherlands, Ireland, Belgium and Luxembourg (together with the United Kingdom, the "Eligible Member States"). Pharmakon Advisors, LP has not registered a passport for marketing under the passporting programme set out in the AIFMD in any other member state (each an "Ineligible Member State"). This announcement may not be distributed in any Ineligible Member State and no offers subsequent to it may be made or accepted in any Ineligible Member State. The attention of all prospective investors is drawn to disclosures required to be made under the AIFMD which are set out on the Company's website (including as set out in its most recent prospectus and annual report and accounts), which will also set out (if applicable) any periodic updates required under the rules in the FCA's Handbook (FUND 3.2.5R and 3.2.6R).

J.P. Morgan Cazenove, Goldman Sachs International and Canaccord Genuity Limited (together the "Joint Bookrunners") are acting exclusively 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 their respective clients, or for advising any such person in relation to any transaction or arrangement referred to in this announcement. Each of J.P. Morgan Securities plc and Goldman Sachs International is authorised in the United Kingdom by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority. Canaccord Genuity Limited is authorised and regulated by the Financial Conduct Authority.

This announcement does not constitute any form of financial opinion or recommendation on the part of the Joint Bookrunners 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. None of the Joint Bookrunners is responsible for the contents of this announcement or the Prospectus. This does not exclude any responsibilities which the Joint Bookrunners may have under the Financial Services and Market Act 2000 or the regulatory regime established thereafter.

In connection with the Issue, the Joint Bookrunners and any of their respective affiliates, may take up a portion of the shares in the Issue as a principal position and in that capacity may retain, purchase, sell, offer to sell for their own accounts such shares and other securities of the Company or related investments in connection with the Issue or otherwise. Accordingly, references in the Prospectus to the Shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by the Joint Bookrunners and any of their respective affiliates acting in such capacity.

IN ADDITION THE JOINT BOOKRUNNERS AND ANY OF THEIR RESPECTIVE AFFILIATES MAY ENTER INTO FINANCING ARRANGEMENTS (INCLUDING SWAPS OR CONTRACTS FOR DIFFERENCES) WITH INVESTORS IN CONNECTION WITH WHICH THE JOINT BOOKRUNNERS AND ANY OF THEIR RESPECTIVE AFFILIATES MAY FROM TIME TO TIME ACQUIRE, HOLD OR DISPOSE OF SHARES. THE JOINT BOOKRUNNERS DO NOT INTEND TO DISCLOSE THE EXTENT OF ANY SUCH INVESTMENT OR TRANSACTIONS OTHERWISE THAN IN ACCORDANCE WITH ANY LEGAL OR REGULATORY OBLIGATIONS TO DO SO.

INFORMATION TO DISTRIBUTORS

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 Shares have been subject to a product approval process, which has determined that such Shares 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 should note that: the price of the  Shares may decline and investors could lose all or part of their investment; the Shares offer no guaranteed income and no capital protection; and an investment in the 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 Issue.

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 the Shares.

Each distributor is responsible for undertaking its own target market assessment in respect of the Shares and determining appropriate distribution channels.

PRIIPS REGULATION

In accordance with the Regulation (EU) No 1286/2014 of the European Parliament and of the Council of 26 November 2014 on key information documents for packaged retail and insurance-based investment products (PRIIPs) and its implementing and delegated acts (the "PRIIPs Regulation"), key information documents in respect of the Ordinary Shares and the C Shares have been prepared by Pharmakon Advisors, LP and are available to investors at www.bpcruk.com. If you are distributing the Shares, it is your responsibility to ensure that the relevant key information document is provided to any clients that are "retail clients".

Pharmakon Advisors, LP is the only manufacturer of the Shares for the purposes of the PRIIPs Regulation and none of the Joint Bookrunners are manufacturers for these purposes. None of the Joint Bookrunners makes any representations, express or implied, or accepts any responsibility whatsoever for the contents of the key information documents prepared by Pharmakon Advisors, LP nor accepts any responsibility to update the contents of the key information documents in accordance with the PRIIPs Regulation, to undertake any review processes in relation thereto or to provide such key information documents to future distributors of Shares. Each of the Joint Bookrunners and their respective affiliates accordingly disclaim all and any liability whether arising in tort or contract or otherwise which it or they might have in respect of the key information documents prepared by Pharmakon Advisors, LP.

 

 


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