Issue of Equity

RNS Number : 0315R

Destiny Pharma PLC

24 February 2023

 

THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) (THIS "ANNOUNCEMENT") AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

24 February 2023

Destiny Pharma plc

Fundraising to raise up to £8 million

Destiny Pharma plc (AIM: DEST) (the "Company" or "Destiny Pharma"), a clinical stage innovative biotechnology company focused on the development of novel medicines that can prevent life-threatening infections, today announces a conditional fundraising of up to approximately £8 million (before expenses) comprising a Placing, Subscription and an Open Offer (each as defined below). The net proceeds of the Fundraising will allow the Company to complete final Phase 3 clinical trial preparation for NTCD-M3, including clinical trial material manufacturing; progress XF-73 Nasal CMC manufacturing and Phase 3 preparation; to further progress its preclinical projects; and to provide general working capital to strengthen the balance sheet, which is a condition of the Collaboration and Co-development agreement with Sebela Pharmaceuticals as announced earlier today.

Certain defined terms used in this Announcement are set out in Appendix III to this Announcement.

The Company has placed new ordinary shares of one pence each ("Ordinary Shares") in the capital of the Company (the "Placing Shares") at a price of 35 pence per Placing Share (the "Issue Price") to raise approximately £7 million (before expenses), (the "Placing"). Of the Placing Shares, 14,285,714 new ordinary shares are being allotted out of existing share authorities and will be admitted on 1 March 2023 the remaining 5,714,286 new ordinary shares will be subject to approval by Shareholders of the requisite authorities at the General Meeting on 16 March 2023.

The Company also announces a conditional subscription by certain directors of the Company (the "Directors" or the "Board") of an aggregate 71,428 new Ordinary Shares (the "Subscription Shares") at the Issue Price to raise £25,000 (before expenses), (the "Subscription").

In addition to the Placing and the Subscription, Qualifying Shareholders will be given the opportunity to subscribe for an aggregate of up to 2,938,284 new Ordinary Shares (the "Open Offer Shares" and, together with the Placing Shares and the Subscription Shares, the "New Shares") at the Issue Price through an open offer to raise up to approximately £1 million (before expenses), (the "Open Offer", and together with the Placing and the Subscription, the "Fundraising").

It is intended that the Circular to Shareholders will be posted on 28 February 2023.

Highlights

· Placing and Subscription with new and existing investors to raise £7.0 million (before expenses) through the issue of 20,000,000 new Ordinary Shares at the Issue Price.

· Open Offer at the Issue Price to raise up to a further £1.0 million (before expenses).

· The First Placing is a condition to the completion of the Collaboration and Co-Development agreement with Sebela Pharmaceuticals, also announced today, which the Board believes significantly de-risks the development and potential commercialisation of NTCD-M3 without the Company being required to contribute to further clinical development funding. The agreement with Sebela Pharmaceuticals, which could be worth up to a maximum of US$570m to Destiny Pharma, includes initial upfront payment, development and commercialisation milestone payments, as well double digit royalties. The Company can also potentially agree additional partnering arrangements for territories in Europe, UK and the rest of the world (excluding China regional rights already held by China Medical Systems).

· The net proceeds of the Fundraising will allow the Company to complete final Phase 3 clinical trial preparation for NTCD-M3, Destiny pharma's  lead asset for the prevention of Clostridioides difficile infection (CDI) recurrence, including clinical trial material manufacturing; progress XF-73 CMC manufacturing and Phase 3 preparation; to further progress preclinical projects; and provide general working capital to strengthen the balance sheet, a condition of the Collaboration and Co-development agreement with Sebela Pharmaceuticals detailed below. The net proceeds of the placing will fund Destiny Pharma through to late 2024.

· The New Shares, assuming full take-up of the Open Offer, will represent approximately 24 per cent. of the Enlarged Share Capital following Admission.

· The Issue Price represents a discount of approximately 27 per cent. to the closing mid-market price of 48 pence per existing Ordinary Share on 23 February 2023, being the latest practicable date prior to this Announcement.

· Certain of the Directors have conditionally agreed to subscribe for, in aggregate, 71,428 new Ordinary Shares in the Subscription.

· The Second Placing is conditional, inter alia, upon a general meeting being held to approve the resolutions (the "Resolutions") required to implement the Second Placing. The general meeting is expected to be held at 11.00 a.m. at the offices of Covington & Burling LLP, 22 Bishopsgate, London, EC2N 4BQ on 16 March 2023 (the "General Meeting"). A detailed timetable of events is set out in Appendix I of this Announcement. The First Placing of £5 million is unconditional.

Neil Clark, CEO of the Company commented:

"This agreement is a landmark transaction for Destiny Pharma, as Sebela Pharmaceuticals is not only planning to finance all future clinical development and commercialisation costs of NTCD-M3 in the US, but also pay success based development and commercialisation milestone payments, as well double-digit royalties. The agreement could be worth up to a maximum of US$570m plus royalty income, which represents a tremendous potential return on investment in a little over two years since acquisition. We not only retain the majority of worldwide rights to NTCD-M3 outside the US, but also have a portfolio of other very valuable, novel drugs candidates in our portfolio, including our  XF-73 Nasal gel, which has  completed a positive Phase 2b clinical trial and is heading towards the final Phase 3 clinical studies. This fundraising will put us in a robust position to continue to work on developing and commercialising these assets.

"We are grateful for the continued support of existing shareholders and are delighted to welcome a large number of new shareholders onto our register in what was an upsized and oversubscribed Placing.  We look forward to a year of further progress and now have an excellent partner in Sebela and a strong balance sheet to complete the development of NTCD-M3, which has a substantial market opportunity and the potential to add significant value to the Company."

finnCap Limited ("finnCap") and Shore Capital Stockbrokers Limited ("Shore Capital") acted as Joint Bookrunners in connection with the Placing.

The Company intends to publish and send a shareholder circular and notice of General Meeting (the "Circular") to Shareholders in connection with the Resolutions and the Open Offer on 28 February 2023. The Circular will be available from the Company's website (www.destinypharma.com) once published.

The person responsible for arranging the release of this Announcement on behalf of the Company is Shaun Claydon, Chief Financial Officer and Company Secretary of the Company.

For further information, please contact: 

Destiny Pharma plc 

Neil Clark, CEO 

Shaun Claydon, CFO 

[phone] 

[e-mail]  

finnCap Ltd  (Nominated Adviser, Joint Broker and Joint Bookrunner)

Geoff Nash / Abigail Kelly / George Dollemore, Corporate Finance

Alice Lane / Nigel Birks / Harriet Ward, ECM

[phone]

Shore Capital (Joint Broker and Joint Bookrunner)

Daniel Bush / James Thomas / Lucy Bowden

[phone]

Optimum Strategic Communications 

Mary Clark / Nick Bastin / Jonathan Edwards / Eleanor Cooper

[phone]

[e-mail]  

MC Services AG (Placing Agent)

Anne Hennecke / Andreas Burckhardt

[phone]

Stern IR - US

Janhavi Mohite

[phone]

[e-mail]

About Destiny Pharma

Destiny Pharma is a clinical stage, innovative biotechnology company focused on the development of novel medicines that can prevent life-threatening infections. Its pipeline has novel microbiome-based biotherapeutics and XF drug clinical assets including NTCD-M3, a Phase 3 ready treatment for the prevention of C. difficile infection (CDI) recurrence which is the leading cause of hospital acquired infection in the US and also XF-73 nasal gel, which has completed a positive Phase 2b clinical trial targeting the prevention of post-surgical staphylococcal hospital infections including MRSA. It is also co-developing SPOR-COV, a novel, biotherapeutic product for the prevention of COVID-19 and other viral respiratory infections and has earlier grant funded XF drug research projects.

For further information on the Company, please visit  https://www.destinypharma.com  

This Announcement should be read in its entirety. In particular, you should read and understand the information provided in the "Important Notices" section of this Announcement.

IMPORTANT NOTICES

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT IS DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE: (1) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA"), QUALIFIED INVESTORS AS DEFINED IN ARTICLE 2(e) OF REGULATION (EU) 2017/1129 (THE "EU PROSPECTUS REGULATION"); (2) IF IN THE UNITED KINGDOM, QUALIFIED INVESTORS AS DEFINED IN ARTICLE 2(e) OF REGULATION (EU) 2017/1129 AS IT FORMS PART OF UNITED KINGDOM DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (THE "UK PROSPECTUS REGULATION") WHO; (A) FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER") (INVESTMENT PROFESSIONALS) OR (B) FALL WITHIN ARTICLE 49(2)(a) TO (d) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER; AND (3) OTHERWISE, PERSONS TO WHOM IT IS OTHERWISE LAWFUL TO COMMUNICATE IT TO (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").

THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN DESTINY PHARMA PLC.

THE SECURITIES REFERRED TO HEREIN 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 JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA) (THE "UNITED STATES" OR THE "US") 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. THE PLACING SHARES ARE BEING OFFERED AND SOLD ONLY OUTSIDE OF THE UNITED STATES IN "OFFSHORE TRANSACTIONS" WITHIN THE MEANING OF, AND IN ACCORDANCE WITH, REGULATION S UNDER THE SECURITIES ACT AND OTHERWISE IN ACCORDANCE WITH APPLICABLE LAWS. NO PUBLIC OFFERING OF SECURITIES IS BEING MADE IN THE UNITED STATES OR ELSEWHERE.

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE OR SUBSCRIPTION INTO THE UNITED STATES.

The distribution of this Announcement and/or the Placing and/or issue of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company, finnCap, Shore Capital, MC Services or any of their respective affiliates, agents, directors, officers, consultants, partners or employees ("Representatives") that would permit an offer of the Placing Shares or possession or distribution of this Announcement or any other offering or publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by the Company, finnCap, Shore Capital and MC Services to inform themselves about and to observe any such restrictions.

This Announcement or any part of it is for information purposes only and does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in the United States, Australia, Canada, the Republic of South Africa or Japan or any other jurisdiction in which the same would be unlawful. No public offering of the Placing Shares is being made in any such jurisdiction.

All offers of the Placing Shares in the United Kingdom or the EEA will be made pursuant to an exemption from the requirement to produce a prospectus under the UK Prospectus Regulation. In the United Kingdom, this Announcement is being directed solely at persons in circumstances in which section 21(1) of the Financial Services and Markets Act 2000 (as amended) does not require the approval of the relevant communication by an authorised person.

The Placing Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this Announcement. Any representation to the contrary is a criminal offence in the United States. The relevant clearances have not been, nor will they be, obtained from the securities commission of any province or territory of Canada, no prospectus has been lodged with, or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance; the relevant clearances have not been, and will not be, obtained from the South Africa Reserve Bank or any other applicable body in the Republic of South Africa in relation to the Placing Shares; and the Placing Shares have not been, nor will they be, registered under or offered in compliance with the securities laws of any state, province or territory of the United States, Australia, Canada, the Republic of South Africa or Japan. Accordingly, the Placing Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into the United States, Australia, Canada, the Republic of South Africa or Japan or any other jurisdiction outside the United Kingdom.

Persons (including, without limitation, nominees and trustees) who have a contractual right or other legal obligations to forward a copy of this Announcement should seek appropriate advice before taking any such action.

This Announcement may contain, or may be deemed to contain, "forward-looking statements" with respect to certain of the Company's plans and its current goals and expectations relating to its future financial condition, performance, strategic initiatives, objectives and results. Forward-looking statements sometimes use words such as "aim", "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "seek", "may", "could", "outlook" or other words of similar meaning. By their nature, all forward-looking statements involve risk and uncertainty because they relate to future events and circumstances which are beyond the control of the Company, including amongst other things, United Kingdom domestic and global economic business conditions, market-related risks such as fluctuations in interest rates and exchange rates, the policies and actions of governmental and regulatory authorities, the effect of competition, inflation, deflation, the timing effect and other uncertainties of future acquisitions or combinations within relevant industries, the effect of tax and other legislation and other regulations in the jurisdictions in which the Company and its affiliates operate, the effect of volatility in the equity, capital and credit markets on the Company's profitability and ability to access capital and credit, a decline in the Company's credit ratings; the effect of operational risks; and the loss of key personnel. As a result, the actual future financial condition, performance and results of the Company may differ materially from the plans, goals and expectations set forth in any forward-looking statements. Any forward-looking statements made in this Announcement by or on behalf of the Company speak only as of the date they are made. Except as required by applicable law or regulation, the Company expressly disclaims any obligation or undertaking to publish any updates or revisions to any forward-looking statements contained in this Announcement to reflect any changes in the Company's expectations with regard thereto or any changes in events, conditions or circumstances on which any such statement is based.

finnCap is authorised and regulated by the Financial Conduct Authority (the "FCA") in the United Kingdom and is acting exclusively for the Company and no one else in connection with the Placing or any other matters referred to in this Announcement, and finnCap will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Placing or any other matters referred to in this Announcement.

Shore Capital Stockbrokers Limited ("Shore Capital") is authorised and regulated by the FCA in the United Kingdom and is acting exclusively for the Company and no one else in connection with the Placing or any other matters referred to in this Announcement, and Shore Capital will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Placing or any other matters referred to in this Announcement.

MC Sevices is authorised and regulated in Germany according to §3 (2) WpIG as a Tied Agent of CapSolutions GmbH and is acting exclusively for the Company and no one else in connection with the Placing or any other matters referred to in this Announcement, and MC Services will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Placing or any other matters referred to in this Announcement.

No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by the finnCap, Shore Capital, MC Services or by any of their respective Representatives as to, or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefor is expressly disclaimed.

No statement in this Announcement is intended to be a profit forecast or estimate, and no statement in this Announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.

The price of shares and any income expected from them may go down as well as up and investors may not get back the full amount invested upon disposal of the shares. Past performance is no guide to future performance, and persons needing advice should consult an independent financial adviser.

The New Shares to be issued pursuant to the Fundraising will not be admitted to trading on any stock exchange other than the AIM market of the London Stock Exchange.

Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this Announcement.

Information to Distributors

Solely for the purposes of the product governance requirements contained within Chapter 3 of the FCA Handbook Production Intervention and Product Governance Sourcebook (the "UK Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the UK Product Governance Requirements) may otherwise have with respect thereto, the New Shares have been subject to a product approval process, which has determined that such securities are: (i) compatible with an end target market of investors who meet the criteria of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in paragraph 3 of the FCA Handbook Conduct of Business Sourcebook; and (ii) eligible for distribution through all distribution channels (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors (for the purposes of UK Product Governance Requirements) should note that: (a) the price of the New Shares may decline and investors could lose all or part of their investment; (b) the New Shares offer no guaranteed income and no capital protection; and (c) an investment in the New 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 Fundraising.  Furthermore, it is noted that, notwithstanding the Target Market Assessment, finnCap, Shore Capital and MC Services will only procure investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of Chapter 9A or 10A respectively of the FCA Handbook Conduct of Business Sourcebook; 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 New Shares.

Each distributor is responsible for undertaking its own Target Market Assessment in respect of the New Shares and determining appropriate distribution channels.

The following is an extract from the Chairman's letter to be set out in substantially the same form in the Circular.

1.  Introduction

The Company has raised £7 million (before expenses) by way of a placing of 14,285,714 First Placing Shares, 5,642,858 Second Placing Shares and 71,428 Subscription Shares, in each case, at a price of 35 pence per share.

In addition, in order to provide Shareholders who have not taken part in the Placing or the Subscription with an opportunity to participate in the proposed issue of New Shares, the Company is providing all Qualifying Shareholders with the opportunity to subscribe for up to 2,938,284 Open Offer Shares, to raise up to approximately £1 million (before expenses), on the basis of 1 Open Offer Share for every 25 Existing Ordinary Shares held on the Record Date, at 35 pence per share. Shareholders subscribing for their full entitlement under the Open Offer may also request additional Open Offer Shares through the Excess Application Facility.

The total amount that the Company could raise under the Fundraise is approximately £8 million (before expenses), assuming that the Open Offer is fully subscribed.

The net proceeds of the Fundraise will be used for clinical trial material manufacturing and final Phase 3 clinical trial preparation for NTCD-M3, progression  of XF-73 CMC manufacturing and phase 3 preparation, to progress preclinical projects, and to provide general working capital to strengthen the balance sheet, a condition of the Collaboration and Co-Development agreement with Sebela Pharmaceuticals as detailed below. finnCap and Shore Capital have conditionally agreed, pursuant to the terms of the Placing Agreement, to use their reasonable endeavours to procure Placees to subscribe for the Placing Shares at the Issue Price. The Second Placing Shares are not subject to clawback and are not part of the Open Offer. Neither the Placing nor the Open Offer are being underwritten.

Each of Neil Clark, Shaun Claydon and Nick Rodgers are participating in the Fundraise and have agreed to conditionally subscribe for 71,428 Subscription Shares in aggregate at the Issue Price. The Directors will not take up any entitlements they have under the Open Offer.

The First Placing does not require Shareholder approval because the First Placing Shares will be issued pursuant to the Shareholder authorities granted at the Company's 2022 annual general meeting. Accordingly, completion of the First Placing and First Admission is expected to occur at 8.00 a.m. on 1 March 2023 or such later time and/or date as finnCap, Shore Capital and the Company may agree, not being later than 8.30 a.m. on 31 March 2023.

The Second Placing, the Subscription and the issue of the Open Offer Shares are conditional, inter alia, on the passing by Shareholders of the Resolutions at the General Meeting, which is being convened for 11.00 a.m. on 16 March 2023.

The issue of the Second Placing Shares is conditional upon the passing of the Resolutions and Second Admission.

Application has been made to the London Stock Exchange for the First Placing Shares and the Second Placing Shares to be admitted to trading on AIM. It is expected that Admission will become effective and that dealings in the First Placing Shares will commence at 8.00 a.m. on 1 March 2023 and in respect of the Second Placing Shares and the Subscription Shares at 8.00 a.m. on 17 March 2023 (being the business day following the General Meeting) or such later time and/or dates as the Company, finnCap and Shore Capital may agree (being in any event no later than 8.00 a.m. on 31 March 2023).

If the conditions relating to the issue of the Second Placing Shares are not satisfied, or the Placing Agreement is terminated in accordance with its terms, the Second Placing Shares will not be issued and the Company will not receive the related subscription monies.

2.  Background to and Reasons for the Fundraise

Background on the Company

Destiny Pharma is a clinical stage innovative biotechnology company focused on the development of novel medicines that can prevent life-threatening infections. The Company has a rich pipeline of de-risked assets including NTCD-M3 and its XF antimicrobial drug platform which includes XF-73 Nasal, the lead drug candidate developed from the XF platform which is expected to enter Phase 3 in 2024, subject to the Company securing a partnering deal in 2023. The Company also has a grant funded COVID-19/influenza preclinical programme testing a nasal bacterial spray and two active dermal infection research programmes using new XF-73 formulations with one programme being funded by a US government group and the other by China Medical Systems ("CMS") in China. The Company also has several XF platform research projects that are progressing well and are largely funded by grants and non-dilutive funding.

In November 2020, the Company acquired the global rights to NTCD-M3, a Phase 3 ready asset targeting the prevention of C. difficile infection (CDI) recurrence, the leading cause of hospital acquired infection in the U.S. NTCD-M3 is the world's first, single strain, live biotherapeutic product being developed to reduce the recurrence of CDI in the gut. By acquiring the global rights for NTCD-M3, the Company extended its microbiome portfolio alongside the SPOR-COV COVID-19 project that was added in September 2020. The Company remains confident in the superior profile and potential positioning of NTCD-M3 as a targeted, safe, effective and easy to use biotherapeutic preventive treatment. NTCD-M3 has delivered promising clinical data from previously reported Phase 2 studies showing that it significantly reduces the levels of recurrence in CDI patients. The planned Phase 3 study design for NTCD-M3 has been approved by the FDA and the EMA and subject to the final development plan the Phase 3 trial could commence in 2024.

NTCD-M3 Collaboration and Co-Development Agreement

Destiny Pharma's stated strategy is to seek partners to co-fund its assets through Phase 3 trials to commercialisation. In line with this strategy, having considered a range of potential partners for NTCD-M3, the Company has signed an exclusive conditional collaboration and co-development agreement for the North American (U.S., Canada, Mexico) rights of NTCD-M3 with Sebela Pharmaceuticals^® ("Sebela"), a U.S. pharmaceutical company with a market-leading position in gastroenterology. Under the terms of the Collaboration and Co-Development Agreement, it is anticipated that Sebela will lead and finance all future North American and European clinical development and commercialisation activities of NTCD-M3 in North America (U.S., Canada and Mexico). Destiny Pharma will retain its NTCD-M3 rights for Europe and Rest of the World (excluding China region that is owned by China Medical Systems) and Sebela will hold a minority interest in any income generated in these non-North American territories based on the clinical studies it is funding.

The Collaboration and Co-Development Agreement fully funds NTCD-M3 clinical development through to commercialisation and includes upfront, development and sales milestones, which could be worth up to $570 million, as well as royalties, as follows:

· an initial upfront payment of $1 million;

· success-based development milestones of $19 million;

· sales revenues-based milestone payments up to $550 million; and

· tiered, royalties between 10% and 18% from launch.

The Collaboration and Co-Development Agreement is conditional on Destiny Pharma strengthening its balance sheet with a net funding requirement of £4 million or other amount as agreed between the Company and Sebela. Subject to First Admission becoming effective (which is expected to occur at 08.00 a.m. on 1 March 2023), this condition will be satisfied.  The Company will continue to complete the ongoing manufacture of all clinical trial supplies needed to undertake the required clinical studies. Sebela has reserved the right to carry out an additional Phase 2 study to de-risk Phase 3 further at its own cost (c.$3.5 million). If the results from additional Phase 2 study are positive and Sebela does not proceed to Phase 3, but NTCD-M3 is subsequently approved as a product, Destiny Pharma will reimburse the Phase 2 cost (capped at $3.5 million) over two years following commercial launch of NTCD-M3 in the future. There are no additional clinical costs which are expected be borne by Destiny Pharma.

The Board believes that the Collaboration and Co-Development Agreement:

· significantly de-risks the development of NTCD-M3 with no additional clinical trial funding required by the Company;

· provides the Company with an excellent,  specialist partner that is well-capitalised to finance the final clinical trials for NTCD-M3 and which is well placed to pursue regulatory approval with the FDA following the completion of such clinical trials;

· provides Destiny Pharma with considerable potential future returns in the form of both milestone payments and royalties;

· allows Destiny Pharma the ability to consider further partnering agreements in respect of the European and Rest of World rights (excluding China region) to NTCD-M3; and

· validates the Company's approach of seeking clinical development partners for its pipeline of assets.

The completion of the Collaboration and Co-Development Agreement is conditional upon the Fundraise. Accordingly, the Board has pursued the Fundraise which it believes is in the best interests of the Company and its shareholders.

About Sebela Pharmaceuticals^®

Sebela Pharmaceuticals is a U.S. pharmaceutical company with a market leading position in gastroenterology and a focus on innovation in women's health. Braintree, a part of Sebela Pharmaceuticals, has been the market leader in colonoscopy screening for over 35 years, having invented, developed and commercialised a broad portfolio of innovative prescription colonoscopy preparations and multiple gastroenterology products. Braintree also has multiple gastroenterology programs in late-stage clinical development. In addition, Sebela Women's Health has two next generation intra-uterine devices for contraception in the final stages of clinical development. Sebela Pharmaceuticals, with offices/operations in Roswell, GA; Braintree, MA; and Dublin, Ireland; has annual net sales of approximately $200 million and has grown to over 320 employees through strategic acquisitions and organic growth.

3.  Use of Proceeds

The Company intends to use the net proceeds of £6.4 million from the Fundraise as follows:

Clinical trial material manufacturing and final preparation for NTCD-M3 Phase 3 study		1.5 million
Progress XF-73 CMC manufacturing and Phase 3 clinical study preparation		£2.5 million
Progress grant funded projects		£0.3 million
General working capital/strengthening of balance sheet		£2.1 million
		£6.4 million (plus up to £1.0 million in Open Offer)

Additional funding received from the Open Offer will be used to progress the XF-73 Nasal programme, as additional working capital and to progress the XF-73 Dermal and SPOR-COV projects towards clinical trials.

4.  Current trading

As well as progressing partnering discussions relating to NTCD-M3 as detailed above, during 2022 Destiny Pharma also defined the US and EU Phase 3 clinical development plan for XF-73 Nasal, a novel nasal gel for the prevention of post-surgical infections. Destiny Pharma is now running an active partnering campaign for XF-73 Nasal with some early discussions already underway. The target is to secure a commercialisation partner for the XF-73 Nasal programme in 2023.

For both lead clinical programmes, the Company is seeking to close partnerships with pharmaceutical companies that can lead the commercialisation of NTCD-M3 and XF-73 Nasal in key markets, as well as contribute to the funding and design of the required Phase 3 clinical trials.

Good progress has also been made on the Company's earlier pre-clinical pipeline programmes and 2022 ends with two active dermal infection projects running in the US and China, and with the completion of the SPOR-COV COVID-19 grant-funded collaboration. Further updates on these projects will be announced in H1 2023.

5.  Details of the Fundraise

The Company has raised £5m (before expenses) by way of the First Placing by the proposed issue of, in aggregate, 14,285,714 Placing Shares at the Issue Price.

The First Placing is being made pursuant to existing authorities to allot shares for cash and disapply pre-emption rights under section 551 and section 570 of the Act, which were granted to the Directors at the Annual General Meeting of the Company held on 27 May 2022. Accordingly, completion of the First Placing and First Admission, which is expected to occur at 8.00 a.m. on 1 March 2023 or such later time and/or date as finnCap, Shore Capital and the Company may agree, not being later than 8.30 a.m. on 31 March 2023.

The Company has raised £2 million (before expenses) by way of the Second Placing and Subscription by the proposed issue of, in aggregate, 5,714,286 Placing Shares and Subscription Shares at the Issue Price.

The Company will require further share authorities to allot the Second Placing Shares and the Open Offer Shares. Accordingly, the Second Placing is conditional, inter alia, upon the passing of Resolution 1 and the Open Offer is conditional, inter alia, on the passing of both Resolution 1 and Resolution 2 by Shareholders at the General Meeting. This means that whilst the Second Placing can go ahead if the Open Offer resolution (Resolution 2) is not passed, the Open Offer will only go ahead if the Second Placing also goes ahead.

The Resolutions are contained in the Notice of General Meeting at the end of the Circular. Second Admission is expected to occur at 8.00 a.m. on 17 March 2023 or such later time and/or date as finnCap, Shore Capital and the Company may agree, not being later than 8.30 a.m. on 31 March 2023.

The Second Placing is conditional, inter alia, on the following:

a)  First Admission having occurred;

b)  the Resolutions being passed at the General Meeting;

c)  the Placing Agreement not having been terminated prior to Second Admission and becoming unconditional in all respects; and

d)  Admission of the Second Placing Shares having become effective on or before 8.00 a.m. on 17 March 2023 (or such later date and/or time as the Company and the Joint Bookrunners may agree, being no later than 8.30 a.m. 31 March 2023).

In addition, each of Neil Clark, Shaun Claydon and Nick Rodgers are participating in the Fundraise and have agreed to subscribe for 71,428 Subscription Shares in aggregate at the Issue Price.

Alongside the Placing, the Company is making the Open Offer pursuant to which it may raise a further amount of up to approximately £1 million (before expenses). The proposed issue price of 35 pence per Open Offer Share is the same price as the price at which the New Shares are being issued pursuant to the Placing.

The maximum aggregate number of New Shares that may be issued pursuant to the Fundraise is  22,938,284 new Ordinary Shares, representing approximately 24 per cent of the Enlarged Share Capital following Admission.

The Issue Price represents a discount of approximately 27 per cent. to the closing mid-market price of 48 pence per Existing Ordinary Share on 23 February 2023, being the last practicable date prior to the date of the announcement of the Fundraise. The New Ordinary Shares (assuming take up of the Open Offer in full) will represent approximately 24 per cent. of the Enlarged Issued Share Capital and will, when issued, rank pari passu in all respects with the other Existing Shares in issue.

The Placing Shares will, when issued and fully paid, rank pari passu in all respects with the Ordinary Shares in issue at that time, including the right to receive all dividends and other distributions declared, made or paid after the date of Admission. The Placing Shares are not subject to clawback and are not part of the Open Offer. The Placing is not underwritten.

The Placing Agreement

Pursuant to the terms of the Placing Agreement, finnCap and Shore Capital, as agents of the Company, have conditionally agreed to use their reasonable endeavours to procure subscribers for the Placing Shares at the Issue Price. The Placing Agreement is conditional upon, inter alia, the Resolutions being duly passed at the General Meeting, the Sebela Documents not being terminated, rescinded or amended, and Admission becoming effective on or before 8.00 a.m. on 1 March 2023 in respect of the First Placing Shares and 17 March 2023 in respect of the Second Placing Shares and the Subscription Shares (or such later time and/or date as the Company, finnCap and Shore Capital may agree, but in any event by no later than 8.00 a.m. on 31 March  2023).

The Placing Agreement contains customary warranties from the Company in favour of finnCap and Shore Capital in relation to, inter alia, the accuracy of the information in the Circular and other matters relating to the Company and its business. In addition, the Company has agreed to indemnify finnCap and Shore Capital in relation to certain defined liabilities that they may incur in respect of the Fundraise.

finnCap and Shore Capital have the right to terminate the Placing Agreement in certain circumstances prior to Admission, in particular, if any of the Sebela Documents are terminated, rescinded or amended, and in the event of a material breach of the warranties given to finnCap and Shore Capital in the Placing Agreement or a material adverse change affecting the business, financial trading position or prospects of the Company.

The Placing Agreement also provides for the Company to pay all costs, charges and expenses of, or incidental to, the Placing and Admission including all legal fees (up to an agreed cap) and other professional fees and expenses.

The Placing Shares have not been made available to the public and have not been offered or sold in any jurisdiction where it would be unlawful to do so.

Details of the Subscription and Directors' participation

The Company has conditionally raised approximately £25,000 (before expenses) through the issue of 71,428 new Ordinary Shares at the Issue Price, pursuant to the Subscription.

The Subscription has not been underwritten and, pursuant to the Subscription Letters, is conditional, inter alia, upon:

i.  the Placing Agreement having become unconditional in all respects (save for the conditions relating to the Subscription) and not having been terminated;

ii.  Second Admission occurring by not later than 8.00 a.m. on 17 March  2023 (or such later time and/or date as the Company, finnCap and Shore Capital may agree, not being later than 31 March 2023).

Accordingly, if any such conditions are not satisfied or, if applicable, waived (if capable of waiver), the Subscription will not proceed.

Directors Neil Clark, Shaun Claydon and Nick Rodgers have conditionally agreed to subscribe for an aggregate of 71,428 Subscription Shares as set out below.

Director	Position	Current Number of Ordinary Shares	Current  Holding (%)	Number of Shares subscribed for in the Fundraise	Resultant holding of the Enlarged Share Capital (%)*
Neil Clark	Chief Executive Officer	88,462	0.12	28,571	0.12
Shaun Claydon	Chief Financial Officer and Company Secretary	10,000	0.01	14,286	0.03
Nick Rodgers	Chairman	106,073	0.14	28,571	0.14

*assuming full take-up of the Open Offer Shares under the Open Offer

Details of the Open Offer

Subject to the fulfilment of the conditions set out below, Qualifying Shareholders may subscribe for Open Offer Shares in proportion to their holding of Existing Ordinary Shares held on the Record Date. Shareholders subscribing for their full entitlement under the Open Offer may also request additional Open Offer Shares as an Excess Entitlement, up to the total number of Open Offer Shares available to Qualifying Shareholders under the Open Offer.

The Open Offer is conditional, inter alia, on the Placing becoming unconditional in all respects and not being terminated before Admission.

Basic Entitlement

On, and subject to the terms and conditions of the Open Offer, the Company invites Qualifying Shareholders to apply for their Basic Entitlement of Open Offer Shares at the Issue Price. Each Qualifying Shareholder's Basic Entitlement has been calculated on the following basis:

1 Open Offer Share for every 25 Existing Ordinary Shares held at the Record Date

Basic Entitlements will be rounded down to the nearest whole number of Ordinary Shares.

Excess Entitlement

Qualifying Shareholders are also invited to apply for additional Open Offer Shares (up to the total number of Open Offer Shares available to Qualifying Shareholders under the Open Offer) as an Excess Entitlement. Any Open Offer Shares not issued to a Qualifying Shareholder pursuant to their Basic Entitlement will be apportioned between those Qualifying Shareholders who have applied for an Excess Entitlement at the sole discretion of the Board, provided that no Qualifying Shareholder shall be required to subscribe for more Open Offer Shares than he or she has specified on the Application Form or through CREST.

Qualifying CREST Shareholder stock accounts will be credited as soon as possible after 8.00 a.m. on 1 March 2023 with Basic and Excess Entitlements in such Qualifying CREST Shareholder's name as at the Record Date.

Shareholders with no Basic Entitlement cannot apply for excess Open Offer Shares.

The Open Offer Shares will, when issued and fully paid, rank pari passu in all respects with the Ordinary Shares in issue at that time, including the right to receive all dividends and other distributions declared, made or paid after the date of Admission. The Open Offer is not underwritten.

Qualifying Shareholders should note that the Open Offer is not a "rights issue". Invitations to apply under the Open Offer are not transferable unless to satisfy bona fide market claims. Qualifying non-CREST Shareholders should be aware that the Application Form is not a negotiable document and cannot be traded. Qualifying Shareholders should also be aware that in the Open Offer, unlike in a rights issue, any Open Offer Shares not applied for will not be sold in the market nor will they be placed for the benefit of Qualifying Shareholders who do not apply for Open Offer Shares under the Open Offer.

Overseas Shareholders

The Open Offer Shares have not been and are not intended to be registered or qualified for sale in any jurisdiction other than the United Kingdom. Accordingly, unless otherwise determined by the Company and effected by the Company in a lawful manner, the Application Form will not be sent to Shareholders with registered addresses in, or who are resident or located in the United States or another Restricted Jurisdiction since to do so would require compliance with the relevant securities laws of that jurisdiction. The Company reserves the right to treat as invalid any application or purported application for Open Offer Shares which appears to the Company or its agents or professional advisers to have been executed, effected or dispatched in a manner which may involve a breach of the laws or regulations of any jurisdiction or if the Company or its agents or professional advisers believe that the same may violate applicable legal or regulatory requirements or if it provides an address for delivery of share certificates for Open Offer Shares outside the UK, or in the case of a credit of Open Offer Shares in CREST, to a CREST member whose registered address would not be in the UK.

Notwithstanding the foregoing and any other provision of the Circular or the Application Form, the Company reserves the right to permit any Qualifying Shareholder to apply for Open Offer Shares if the Company, in its sole and absolute discretion, is satisfied that the transaction in question is exempt from, or not subject to, the legislation or regulations giving rise to the restrictions in question.

If a Qualifying Shareholder does not wish to apply for Open Offer Shares he should not complete or return the Application Form or send a USE message through CREST.

Qualifying non-CREST Shareholders

If you are a Qualifying non-CREST Shareholder you will have received a personalised Application Form, which accompanies the Circular and which gives details of your Basic Entitlement (as shown by the number of the Open Offer Shares allocated to you). If you wish to apply for Open Offer Shares under the Open Offer you should complete the accompanying Application Form in accordance with the procedure for application set out in the Circular and on the Application Form itself. The completed Application Form, accompanied by full payment, should be returned by post, or by hand (during normal business hours only), to the receiving agent Link Group Link Group, Corporate Actions, 10th Floor, Central Square, 29 Wellington Street, Leeds, LS1 4DL, so as to arrive as soon as possible and in any event no later than 11.00 a.m. on 15 March 2023.

Qualifying CREST Shareholders

Application will be made for the Open Offer Entitlements of Qualifying CREST Shareholders to be credited to stock accounts in CREST. It is expected that the Open Offer Entitlements will be credited to stock accounts in CREST on 1 March 2023. Applications through the CREST system may only be made by the Qualifying CREST Shareholder originally entitled or by a person entitled by virtue of a bona fide market claim. If you are a Qualifying CREST Shareholder, no Application Form is enclosed but you will receive credits to your appropriate stock account in CREST in respect of the Basic Entitlements to which you are entitled. You should refer to the procedure for application set out in the Circular. The relevant CREST instruction must have settled by no later than 11.00 a.m. on 15 March 2023.

6.  Related party transaction

The issue of Subscription Shares to Neil Clark, Shaun Claydon and Nick Rodgers constitutes a related party transaction pursuant to Rule 13 of the AIM Rules by virtue of their status as Directors of the Company. William Love, Debra Barker, James Stearns, Aled Williams and Nigel Brooksby, being the independent directors for this purpose, consider, having consulted with the Company's nominated adviser, finnCap, that the terms of the Subscription with such related parties is fair and reasonable insofar as the Company's Shareholders are concerned.

7.  Settlement and dealings

Application will be made to the London Stock Exchange for the First Placing Shares to be admitted to trading on AIM. It is expected that Admission will become effective and that dealings will commence in the First Placing Shares at 8.00 a.m. on 1 March 2023.

Subject to the passing of Resolutions 1 and 2, it is expected that Second Admission will become effective and that dealings in the Second Placing Shares and the Subscription Shares will commence at 8.00 a.m. on 17 March 2023.

8.  General Meeting

You will find set out at the end of the Circular a notice convening the General Meeting to be held at the offices of Covington & Burling LLP, 22 Bishopsgate, London, EC2N 4BQ on 16 March 2023 at 11.00 a.m. where the following Resolutions will be proposed:

Resolution 1 - An ordinary resolution, which is conditional upon the passing of Resolution 2, to authorise the Directors to allot the Second Admission Shares in connection with the Fundraise.

Resolution 2 - A special resolution, which is conditional upon the passing of Resolution 1, which dis-applies statutory pre-emption rights in respect of the allotment of the Second Admission Shares for cash in connection with the Fundraise.

The Company intends to propose additional resolutions to put in place a new authority to issue additional shares on a non pre-empive basis.

The authorities and the powers described in Resolutions 1 and 2 above will (unless previously revoked or varied by the Company in general meeting) expire on the date 3 months from the passing of such Resolutions or at the conclusion of the next annual general meeting of the Company following the passing of the Resolutions, whichever occurs first. The authority and the power described in Resolutions 1 and 2 above are in addition to any like authority or power previously conferred on the Directors.

9.  Recommendation

Your Directors consider that the Fundraise and the authorities granted by the Resolutions are in the best interests of the Company and its Shareholders as a whole. Accordingly, your Directors unanimously recommend that you vote in favour of the Resolutions as they intend to do in respect of their own beneficial shareholdings of 7,131,246 Ordinary Shares, representing approximately 9.7 per cent. of the Company's existing issued share capital.

APPENDIX I - EXPECTED TIMETABLE OF PRINCIPAL EVENTS

			2023
Announcement of the Placing, the Open Offer and the Subscription		24 February
Record Date for entitlements under the Open Offer		Close of business on 23 February
Ex-entitlement Date for the Open Offer		8.00 a.m. on 27 February
Posting of the Circular (including the Notice of General Meeting), the Form of Proxy and, to Qualifying Non-CREST Shareholders, the Application Form		28 February
Basic Entitlements and Excess Entitlements credited to stock accounts of Qualifying CREST Shareholders		As soon as possible on 1 March
First Admission and commencement of dealings in the Placing Shares and the Subscription Shares on AIM		8.00 a.m. on 1 March
First Placing Shares in uncertificated form pursuant to First Admission expected to be credited to accounts in CREST		As soon as possible after 8.00 a.m. on 1 March
Recommended latest time and date for requesting withdrawal of Basic Entitlements and Excess Entitlements from CREST		4.30 p.m. on 9 March
Latest time and date for depositing Basic Entitlements and Excess Entitlements into CREST		3.00 p.m. on 10 March
Latest time and date for splitting Application Forms (to satisfy bona fide market claims only)		3.00 p.m. on 13 March
Latest time and date for receipt of completed Application Forms and payment in full under the Open Offer or settlement of relevant CREST instructions (as appropriate)		11.00 a.m. on 15 March
Announcement of the results of the Open Offer		15 March
Latest time and date for receipt of CREST proxy instructions and registration of online votes from Shareholders for General Meeting		11.00 a.m. on 14 March
Latest time and date for receipt of Forms of Proxy		11.00 a.m. on 14 March
General Meeting		1.00 a.m. on 16 March
Announcement of the results of the General Meeting		16 March
Second Admission and commencement of dealings in the Open Offer Shares on AIM		8.00 a.m. on 17 March
Open Offer Shares in uncertificated form pursuant to Second Admission expected to be credited to accounts in CREST (uncertificated holders only)		As soon as possible after 8.00 a.m. on 17 March
Dispatch of definitive share certificates for the New Shares in certificated form	Within 5 business days of First Admission, or Second Admission, where applicable

APPENDIX II - SHARE CAPITAL AND FUNDRAISE STATISTICS

Issue Price for each New Share	35 pence
Number of Existing Ordinary Shares in issue as at the date of this announcement	73,457,105
Number of First Placing Shares to be issued pursuant to the First Placing	14,285,714
Number of Second Placing Shares to be issued pursuant to the Second Placing	5,642,858
Number of Subscription Shares to be issued pursuant to the Subscription	71,428
Basis of Open Offer	1 New Share for every 25 Existing Ordinary Shares
Maximum number of Open Offer Shares to be issued pursuant to the Open Offer (assuming take-up in full of the Open Offer by Qualifying Shareholders)	2,938,284
Maximum number of New Shares to be issued*	22,938,284
Enlarged Share Capital immediately following Admission*	96,395,389
Market capitalisation at the Issue Price*	33.7 million
New Shares as a percentage of the Enlarged Share Capital*	24 per cent.
Estimated gross proceeds of the Fundraise*	up to £8 million
Estimated net proceeds of the Fundraise*	up to £7.4 million
ISIN - Ordinary Shares	GB00BDHSP575
ISIN - Open Offer Basic Entitlements	GB00BN4G1W32
ISIN - Open Offer Excess Entitlements	GB00BN4G1X49
*   assuming take-up in full of the Open Offer by Qualifying Shareholders

DEFINITIONS

The following definitions apply throughout this announcement, unless the context otherwise requires:

Act	the Companies Act 2006 (as amended)
Admission	together, First Admission and Second Admission
AIM	the market of that name operated by the London Stock Exchange
AIM Rules	the AIM Rules for Companies governing the admission to and operation of AIM published by the London Stock Exchange as amended from time to time
AIM Rules for Nominated Advisers	the AIM Rules for Nominated Advisers published by the London Stock Exchange as amended from time to time
Applicant	a Qualifying Shareholder or a person by virtue of a bona fide market claim who lodges an Application Form or relevant CREST instruction under the Open Offer
Application Form	the application form relating to the Open Offer and accompanying the Circular for use by Qualifying non-CREST Shareholders
Articles	the articles of association of the Company in force at the date of this announcement
Basic Entitlement(s)	the pro rata entitlement for Qualifying Shareholders to subscribe for Open Offer Shares, pursuant to the Open Offer as described in Part IV of the Circular
Board or Directors	the directors of the Company
Braintree	Braintree Laboratories Inc., a company incorporated in United States at 60 Columbian St W Braintree, MA, 02184-7367 United
CCSS	the CREST Courier and Sorting Service, established by Euroclear to facilitate, inter alia, the deposit and withdrawal of certificated securities
certified or in certificated form	in relation to a share or other security, a share or other security that is not in uncertificated form, that is not in CREST
CMS	China Medical System Holdings Limited,  a company listed on the Main Board of The Stock Exchange of Hong Kong Limited with stock code: 00867
Collaboration and Co-Development Agreement	the agreement between the Company and Braintree dated 24 February2023 pursuant to which the Company will sublicense to Braintree and its affiliates, certain intellectual property rights owned or controlled by NTCD and licensed to the Company pursuant to an existing exclusive license agreement between the Company and NTCD and dated 19 October 2020, as amended by the Deed of Amendment
Committed Open Offer Shares	means those Open Offer Shares taken up by Qualifying Shareholders
Company or Destiny Pharma	Destiny Pharma plc, a company incorporated in England and Wales with registered number 03167025 and whose registered office is at Sussex Innovation Centre, Science Park Square, Falmer, Brighton, BN1 9SB
CREST	the relevant system (as defined in the CREST Regulations) for the paperless settlement of trades and the holding of uncertificated securities, operated by Euroclear, in accordance with the same regulations
CREST Manual	the rules governing the operation of CREST, as published by Euroclear
CREST member	a person who has been admitted by Euroclear as a system-member (as defined in the CREST Regulations)
CREST participant	a person who is, in relation to CREST, a system participant (as defined in the CREST Regulations)
CREST payment	shall have the meaning given in the CREST Manual issued by Euroclear
CREST Regulations	the Uncertified Securities Regulations 2001 (SI 2001 No. 3875), as amended
CREST sponsor	a CREST participant admitted to CREST as a CREST sponsor
CREST sponsored member	a CREST member admitted to CREST as a sponsored member (which includes all CREST personal members)
Deed of Amendment	the deed of amendment between the Company and NTCD dated 24 February 2023 relating to an existing exclusive license agreement between the Company and NTCD and dated 19 October 2020
Disclosure and Transparency Rules	the disclosure guidance and transparency rules made by the FCA pursuant to section 73A of the FSMA, as amended from time to time
EMA	the European Medicines Authority
Enlarged Share Capital	the issued Ordinary Share capital of the Company immediately following Admission, assuming full subscription of the Open Offer Shares are issued
EU	the European Union
Euroclear	Euroclear UK & International Limited, the operator of CREST
Excess Entitlement(s)	Open Offer Shares in excess of the Basic Entitlement, but not in excess of the total number of Open Offer Shares, allocated to a Qualifying Shareholder pursuant to the Open Offer as described in Part IV of the Circular
Excess Application Facility	the arrangement pursuant to which Qualifying Shareholders may apply for additional Open Offer Shares in excess of the Basic Entitlement in accordance with the terms and conditions of the Open Offer
Excess CREST Open Offer Entitlement	in respect of each Qualifying CREST Shareholder, the entitlement to apply for Open Offer Shares in addition to the Basic Entitlement credited to the Qualifying CREST Shareholder's account in CREST, pursuant to the Excess Application Facility, which is conditional on the Qualifying CREST Shareholder taking up his Basic Entitlement in full and which may be subject to scaleback in accordance with the provisions of the Circular
Excess Shares	the Open Offer Shares for which Qualifying Shareholders may apply under the Excess Application Facility in addition to their Basic Entitlement
Ex-entitlement Date	the date on which the Existing Ordinary Shares are marked 'ex' for entitlement under the Open Offer being 27 February  2023
Existing Ordinary Shares	the 73,457,105 Ordinary Shares in issue as at the date of this announcement being the entire issued share capital of the Company prior to Admission
FCA	the Financial Conduct Authority of the UK
FDA	the United States Food and Drug Administration
finnCap	finnCap Ltd, the Company's Nominated Adviser and Joint Broker
First Admission	the admission of the First Placing Shares to trading on AIM becoming effective in accordance with Rule 6 the AIM Rules and references to First Admission becoming "effective" shall be construed accordingly
First Placing	the placing of the First Placing Shares at the Placing Price and on the terms and subject to the conditions in the Placing Agreement
First Placing Shares	14,285,714 new Ordinary Shares which, when multiplied by the Placing Price, have an aggregate value of £5 million and which are proposed to be allotted and issued for cash pursuant to the First Placing subject to the First Placing Conditions
Form of Proxy	the form of proxy which accompanies the Circular for use in connection with the General Meeting
FSMA	the Financial Services and Markets Act 2000 (as amended)
Fundraise	Together, the Placing, the Subscription and the Open Offer
General Meeting	the general meeting of the Company, to be held at 11.00 a.m. on 16 March 2023 at the offices of Covington & Burling LLP, 22 Bishopsgate, London, EC2N 4BQ
HMRC	His Majesty's Revenue & Customs
IP	intellectual property
ISIN	International Securities Identification Number
Issue Price	35 pence per New Share
London Stock Exchange	London Stock Exchange plc
Member Account ID	the identification code or number attached to any member account in CREST
MC Services	MC Services AG as a tied agent of CapSolutions GmbH, the Company's Placement Agent
Money Laundering Regulations	the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017, as amended
New Shares	up to 22,938,284 new Ordinary Shares to be issued pursuant to the Fundraise (being the Placing Shares, the Subscription Shares and the Open Offer Shares)
Notice of General Meeting	the notice convening the General Meeting set out at the Circular
NTCD	A US company registered  in Illinois
NTCD-M3	a comprehensive research and clinical data set relating to an oral formulation of spores of a non-toxigenic strain of C.difficile (REA type M3)
Official List	the Official List of the FCA
Open Offer	the conditional invitation to Qualifying Shareholders to apply for the Open Offer Shares at the Issue Price on the terms and conditions outlined in the Circular and, where relevant, in the Application Form
Open Offer Entitlements	entitlements for Qualifying Shareholders to subscribe for Open Offer Shares pursuant to the Basic Entitlement and the Excess Entitlement
Open Offer Shares	up to 2,938,284 new Ordinary Shares to be issued pursuant to the Open Offer
Ordinary Shares	ordinary shares of one penny each in the capital of the Company having the rights and being subject to the restrictions contained in the Articles
Overseas Shareholders	Shareholders with registered addresses, or who are citizens or residents of, or incorporated in Restricted Jurisdictions
Participant ID	the identification code or membership number used in CREST to identify a particular CREST member or other CREST participant
Placees	any person who has agreed to subscribe for Placing Shares
Placing	the placing by finnCap and Shore Capital, as agents of, and on behalf of, the Company, of the Placing Shares at the Issue Price on the terms and subject to the conditions in the Placing Agreement
Placing Agreement	the conditional agreement dated 24 February 2023 between the Company, finnCap and Shore Capital
Placing Shares	the 19,928,572 Placing Shares to be issued pursuant to the Placing
Prospectus Regulation Rules	the prospectus regulation rules made by the FCA pursuant to section 73A of the FSMA, as amended from time to time
Publicly Available Information	any information published by the Company using a Regulatory Information Service
Qualifying CREST Shareholders	Qualifying Shareholders holding Existing Ordinary Shares which, on the register of members of the Company on the Record Date, are in uncertificated form in CREST
Qualifying Non-CREST Shareholders	Qualifying Shareholders holding Existing Ordinary Shares which, on the register of members of the Company on the Record Date, are in certificated form
Qualifying Shareholders	holders of Existing Ordinary Shares other than Overseas Shareholders, whose names appear on the register of members of the Company on the Record Date as holders of Existing Ordinary Shares and who are eligible to be offered Open Offer Shares under the Open Offer in accordance with the terms and conditions set out in the Circular
Receiving Agent, Registrar or Link Group	Link Group, a trading name of Link Market Services Limited, the Company's registrar and receiving agent
Record Date	23 February 2023
Regulatory Information Service	a service approved by the FCA for the distribution to the public of AIM announcements and included within the list on the website of the FCA
Resolutions	the resolutions set out in the Notice of General Meeting
Restricted Jurisdictions	the United States, Australia, Canada, Japan, the Republic of South Africa and any other jurisdiction where the extension or availability of the Open Offer would breach any applicable law or regulations
Sebela Pharmaceuticals	a U.S. pharmaceutical company with a market leading position in gastroenterology and a focus on innovation in women's health. Sebela Pharmaceuticals owns Braintree Laboratories
Securities Act	the United States Securities Act of 1933, as amended
Second Admission	admission of the Second Placing Shares and the Open Offer Shares to trading on AIM becoming effective in accordance with Rule 6 of the AIM Rules
Second Placing	the conditional placing by finnCap and Shore Capital (each as agent of the Company) of the Second Placing Shares at the Issue Price subject to, inter alia, the passing of the Resolutions and Second Admission
Shareholders	registered holders of Ordinary Shares
Shore Capital	Shore Capital Stockbrokers Limited, the Company's Joint Broker
SPOR-COV	a novel bacterial formulation designed to prevent coronavirus and other viral respiratory infections
Subscribers	Neil Clark, Shaun Claydon and Nick Rodgers, each being a Director
Subscription	the conditional direct subscription by the Subscribers for the Subscription Shares at the Issue Price in accordance with the Subscription Letters
Subscription Letters	the subscription letters dated 24 February 2023 between the Company and the Subscribers
Subscription Shares	the 71,428 new Ordinary Shares to be issued pursuant to the Subscription
UK	the United Kingdom of Great Britain and Northern Ireland
uncertificated or in uncertificated form	a share or other security recorded on the relevant register of the share or security concerned as being held in uncertificated from in CREST and title to which, by virtue of the CREST Regulations, may be transferred by means of CREST
US or United States	the United States of America, its territories and possessions, any state of the United States and the District of Columbia
USE	unmatched stock event
XF-73 Dermal	a novel dermal formulation for the treatment of antibiotic resistant skin infections associated with open wounds
XF-73 Nasal	a nasal gel for prevention of post-surgical infections
A reference to £ is to pounds sterling, being the lawful currency of the UK.
A reference to $ or US$ is to United States dollars, being the lawful currency of the US.
A reference to € or Euro is to the lawful currency of the EU.

 

END

 

 

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