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") to be 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"). Copies of the Prospectus will, following publication be available at the Company's registered office and made available for viewing at the National Storage Mechanism at http://www.hemscott.com/nsm.do.
The contents of this announcement, which has been prepared by and is the sole responsibility of the Company, have been approved by J.P. Morgan Securities plc (which conducts it UK investment banking activities as J.P. Morgan Cazenove) solely for the purposes of section 21(2)(b) of the Financial Services and Markets Act 2000 (as amended). J.P. Morgan Cazenove is authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the Prudential Regulation Authority and Financial Conduct Authority. J.P. Morgan Cazenove is acting 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 clients of J.P. Morgan Cazenove or for affording advice in relation to any transaction or arrangement referred to in this announcement.
8 March 2018
BioPharma Credit plc
(the "Company")
PROPOSED ISSUE OF C SHARES
Highlights
· Proposed Placing and Offer for Subscription of C Shares (the "Initial Placing and Offer") targeting US$300 million of gross proceeds
· Net proceeds to be used to acquire further investments in accordance with the Company's investment policy
o Following the successful investments since IPO the Company has current outstanding potential commitments of up to US$350 million
o Strong pipeline of future investment opportunities, some of which may become actionable in the near term
· Conversion of C Shares into newly issued Ordinary Shares triggered at (i) any time after 85 per cent. of the Net Issue proceeds being invested or (ii) 12 months after Initial Admission, whichever is earlier
· The Company's largest shareholder Invesco Asset Management Limited, as agent for and on behalf of its discretionary manager clients, has indicated their intention to participate in the offering, demonstrating their continued support for the Company
· The Initial Placing and Offer forms part of a Placing Programme and Offer for Subscription of C Shares and New Ordinary Shares (the "Issue") to be implemented over the next 12 months
Pedro Gonzalez de Cosio, CEO and co-founder of Pharmakon Advisors, the Investment Manager of BioPharma Credit Plc said:
"Following the investments and commitments made since IPO, the Company is well on its way to meeting its objective of building an attractive portfolio of life sciences debt investments. There continues to be a robust pipeline of investment opportunities that require the Company to access additional capital in order to finance new investments and fund existing commitments."
Background
· In March 2017, the Company successfully 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
· The Company has been actively deploying cash since its IPO, including through several major investments:
o US$222 million to Tesaro, an oncology-focused biopharmaceutical company, with an additional amount of up to US$148 million to be committed by 20 December 2018 at Tesaro's option
o 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
o US$140 million to US$160 million to Bristol Myers Squibb between 2018 and 2020, determined by product sales over that period
o US$150 million to NovoCure, a commercial stage oncology company
· On 14 December 2017, the Company announced the successful placing of US$154 million in new Ordinary Shares to fund future investment commitments
· As at 6 March 2018, the Company held US$261.4 million (unaudited) in cash which, excluding expected future cash generation, is fully committed
Use of proceeds
The Company will use the net proceeds of the Initial Placing and Offer and net proceeds of the Placing Programme in accordance with its investment objective and policy to fund current and future investment commitments.
In line with the Company's intentions, the 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 over the course of 2018 and beyond totalling c.US$330-350 million, including:
· US$148 million to Tesaro, which can be drawn at Tesaro's option by 20 December 2018
· US$41.5 million to Lexicon, which can be drawn at Lexicon's option by 30 March 2019, subject to certain sales conditions
· US$140-160 million to Bristol Myers Squibb during 2018 and 2020
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$300 million by way of the Initial Placing and Offer through the issuance of 300 million C Shares at an Issue Price of US$1.00.
Under the Placing Programme and Offer, the Company may issue up to 2,000 million New Ordinary Shares and / or C Shares.
The Company intends to agree with the Joint Bookrunners that it will not, without the prior written consent of each of the Joint Bookrunners, during the period of 90 days after Initial 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.
Conversion of C Shares
The C Shares will convert into newly issued Ordinary Shares, which will rank pari passu in all respects with the existing Ordinary Shares, at the Conversion Date and on the basis as will be set out in the Prospectus. Conversion of C Shares into newly issued Ordinary Shares will be triggered at (i) any time (as may be determined by the Directors) after 85 per cent. of the Net Issue proceeds being invested or (ii) 12 months after Initial Admission, whichever is earlier. The Conversion Ratio will be determined by the Directors by reference to the net asset values attributable to the C Shares and the Ordinary Shares at the relevant time and according to the Conversion terms as set out in the Prospectus and Company's articles of association.
The Ordinary Shares and C Shares (in respect of the first issue of C Shares pursuant to the Initial Placing and Offer) will have the following dealing codes:
|
C Shares |
Ordinary Shares |
ISIN |
GB00BDRNW621 |
GB00BDGKMY29 |
SEDOL |
BDRNW62 |
BDGKMY2 |
Ticker |
BPC1 |
BPCR |
Each class of C Shares represented by subsequent issues of C Share classes under the Placing Programme will have separate ISINs, SEDOLs and ticker symbols issued. The announcement of each subsequent Placing of C Shares under the Placing Programme will contain details of the relevant ISIN, SEDOL and ticker symbol for such class of C Shares being issued.
Further information relating to the Issue and the terms of the C Shares will be set out in the prospectus to be published in due course.
Prospectus
Once published, the Prospectus relating to the Company and prepared in accordance with the Prospectus Rules in connection with the Issue will be submitted to the National Storage Mechanism and will be available for inspection at www.morningstar.co.uk/uk/nsm.
The Prospectus will also be available at www.bpcruk.com.
Capitalised terms used in this announcement and not otherwise defined will have the meanings given to them in the Prospectus.
Enquiries
BioPharma Credit plc
via Link Company Matters Limited
Company Secretary
+44 (0)1392 477 509
J.P. Morgan Securities plc - Joint Global Coordinator and Joint Bookrunner
+44 (0)20 7742 4000
William Simmonds
Oliver Kenyon
Anne Ross
Goldman Sachs International - Joint Global Coordinator and Joint Bookrunner
+44 (0)20 7774 1000
Charlie Lytle
Shomick Bhattacharya
Jennie Holloway
Tom Hartley
Merrill Lynch International - Joint Bookrunner
+44 (0)20 7628 1000
Rob Parker
Daniel Norman
Tom Milner
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 27th 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 to be published by the Company in connection with the Issue and Admission. Copies of the Prospectus will, following publication be available from the Company's registered office, and made 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 it UK investment banking activities as J.P. Morgan Cazenove), Goldman Sachs International, Merrill Lynch International 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 Merrill Lynch International 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 Merrill Lynch International 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 all of the 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 any offer if made subsequently is 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 any offer if made subsequently is 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).
Each of J.P. Morgan Cazenove, Goldman Sachs International and Merrill Lynch International (together the "Joint Bookrunners") are authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the Prudential Regulation Authority and Financial Conduct Authority. Each of the Joint Bookrunners are acting 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 clients of the Joint Bookrunners or for affording advice in relation to any transaction or arrangement referred to in this announcement. 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, once published, 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 Issue 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"), a key information document in respect of the Ordinary Shares has been prepared by Pharmakon Advisors, LP and is available to investors at www.bpcruk.com. Pharmakon Advisors, LP will make available in due course a key information document in relation to the C Shares to be issued pursuant to the Initial Issue as required under the PRIIPs Regulation.
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.
