Raises $87.9m on NASDAQ in U.S. Follow-On Offering

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GW Pharmaceuticals plc Raises $87.9 million (£53.4 million) on NASDAQ Global Market in U.S. Follow-On Offering of ADSs

London, UK, 9 January 2014: GW Pharmaceuticals plc (Nasdaq: GWPH, AIM: GWP, "GW" or the "Company"), a biopharmaceutical company focused on discovering, developing and commercializing novel therapeutics from its proprietary cannabinoid product platform, announces the pricing of its follow-on offering of American Depositary Shares, or ADSs, on the NASDAQ Global Market ("Nasdaq"). GW will issue 2,441,110 ADSs on Nasdaq at a price of $36.00 per ADS raising gross proceeds of $87.9 million (£53.4 million) before deducting underwriting discount, commissions and offering expenses. GW has also granted the underwriters a 30-day option to purchase up to an additional 366,165 ADSs at the offering price. Closing of the offering is expected to occur on 14 January 2014.

The follow-on offering price represents a premium of 10.1% to the closing middle market price for an ADS of $32.70 on 19 December 2013, the day immediately prior to announcement of the proposed follow-on offering, and a discount of 5.4% to the closing middle market price for an ADS of $38.06 on 8 January 2014.

"We are announcing today that GW has successfully completed an oversubscribed offering raising $87.9 million. This offering enables GW to carry out the clinical development of our childhood epilepsy orphan development programme centred on our product candidate Epidiolex®. We believe that Epidiolex has the potential to meet significant unmet needs in the treatment of orphan childhood epilepsy syndromes such as Dravet syndrome and Lennox-Gastaut syndrome. With the new funds raised, and GW retaining global commercial rights for the epilepsy programmes, we believe that GW has enhanced its potential to deliver value to investors and patients," stated Justin Gover, Chief Executive Officer of GW.

Morgan Stanley & Co. LLC and Cowen and Company, LLC are acting as joint book-running managers for the offering. Piper Jaffray & Co. is acting as lead manager and Canaccord Genuity Inc. is acting as co-lead manager.

A registration statement relating to these securities was declared effective by the Securities and Exchange Commission on January 8, 2014.

When available, copies of the final prospectus relating to this offering may be obtained from: Morgan Stanley & Co. LLC, Attention: Prospectus Department, 180 Varick Street, 2nd Floor, New York, New York 10014; from Cowen and Company, LLC, c/o Broadridge Financial Services, 1155 Long Island Avenue, Edgewood, NY, 11717, Attn: Prospectus Department; from Piper Jaffray & Co., Attention: Prospectus Department, 800 Nicollet Mall, J12S03, Minneapolis, MN 55402; or from Canaccord Genuity Inc., Attention: Syndicate Department, 99 High Street, 12th Floor, Boston, Massachusetts 02110.

Each ADS represents 12 ordinary shares of 0.1p each ("Ordinary Shares") in the capital of the Company. Application is being made for the 2,441,110 new ADSs, representing 29,293,320 new Ordinary Shares, to be issued at closing to be admitted to trading on the AIM market. It is expected that these new Ordinary Shares will be admitted to the AIM market on or around 15 January 2014.

As part of the offering, M&G, which is a related party for the purpose of the AIM Rules by virtue of being a "substantial shareholder", has agreed to purchase 200,000 ADSs in the offering, representing 1.2 percent of the Company's issued share capital on the closing of the offering. As at 7 January 2014 (being the last practicable date prior to the release of this press release), M&G held 26,241,389 Ordinary Shares representing 14.7 percent of the existing Ordinary Shares. Immediately upon the closing of the offering, M&G is expected to hold 28,641,389 Ordinary Shares, together representing 13.8 per cent of the enlarged share capital immediately following the closing of the offering. The Directors consider, having consulted with the Company's nominated adviser, Peel Hunt that the participation by M&G in the offering is fair and reasonable in so far as the Company's shareholders are concerned.

This press release does not constitute a prospectus and does not constitute or form, and will not form, part of any offer or invitation to sell or issue, or the solicitation of an offer to purchase or acquire, any of the ordinary shares or ADSs or any other securities in the United States of America or in any other jurisdiction. Securities may not be offered or sold in the United States of America absent registration or an exemption from registration under the United States Securities Act of 1933, as amended (the "Securities Act"). Any public offering of securities to be made in the United States will be made by means of a prospectus. Such prospectus will contain detailed information about the issuer and its management and financial statements. This press release is being issued pursuant to and in accordance with Rule 135e under the Securities Act.

No money, securities or other consideration is being solicited, and, if sent in response to the information contained in this press release, will not be accepted.

Members of the public outside the United States are not eligible to take part in the offering referred to above. 

This press release is not directed to, or intended for distribution or use by, any person or entity that is a citizen or resident or located in any locality, state, country or other jurisdiction where such distribution, publication, availability or use would be contrary to law or regulation or which would require any registration or licensing within such jurisdiction.

The distribution of this press release into jurisdictions other than the UK may be restricted by law. Persons into whose possession this announcement come should inform themselves about and observe any such restrictions.

About GW Pharmaceuticals plc

Founded in 1998, GW is a biopharmaceutical company focused on discovering, developing and commercializing novel therapeutics from its proprietary cannabinoid product platform in a broad range of disease areas. GW commercialized the world's first plant-derived cannabinoid prescription drug, Sativex®, which is approved for the treatment of spasticity due to multiple sclerosis in 24 countries. Sativex is also in Phase 3 clinical development as a potential treatment of pain in people with advanced cancer. This Phase 3 program is intended to support the submission of a New Drug Application for Sativex in cancer pain with the U.S. Food and Drug Administration and in other markets around the world. GW has a deep pipeline of additional cannabinoid product candidates, including Epidiolex which has received Orphan Drug Designation from the FDA for the treatment of Dravet syndrome, a severe infantile-onset, genetic, drug-resistant epilepsy syndrome. Our product pipeline also includes compounds in Phase 1 and 2 clinical development for glioma, ulcerative colitis, type‑2 diabetes, and schizophrenia.

Forward-looking statements

This news release may contain forward-looking statements that reflect GWs current expectations regarding future events, including statements regarding the timing of and listing of American Depositary Shares on the Nasdaq Global Market, the proposed closing date of such offering and development and regulatory clearance of GW's product candidates. Forward-looking statements involve risks and uncertainties. Actual events could differ materially from those projected herein and depend on a number of factors, including (inter alia), the success of the GW's research strategies, the applicability of the discoveries made therein, the successful and timely completion of uncertainties related to the regulatory process, and the acceptance of Sativex® and other products by consumer and medical professionals. A further list and description of risks, uncertainties and other risks associated with an investment in GW can be found in GW's filings with the U.S. Securities and Exchange Commission, including its most recent Form F-1. Existing and prospective investors are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. GW undertakes no obligation to update or revise the information contained in this press release, whether as a result of new information, future events or circumstances or otherwise.

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For readers in the European Economic Area

In any EEA Member State that has implemented the Prospectus Directive, this communication is only addressed to and directed at qualified investors in that Member State within the meaning of the Prospectus Directive. The term "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including Directive 2010/73/EU, to the extent implemented in each relevant Member State), together with any relevant implementing measure in the relevant Member State.

For readers in the United Kingdom

This communication, in so far as it constitutes an invitation or inducement to enter into investment activity (within the meaning of s21 Financial Services and Markets Act 2000 as amended) in connection with the securities which are the subject of the offering referred to above or otherwise, is being directed only at (i) persons who are outside the United Kingdom or (ii) persons who have professional experience in matters relating to investments who fall within Article 19(5) ("Investment professionals") of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (iii) certain high value persons and entities who fall within Article 49(2)(a) to (d) ("High net worth companies, unincorporated associations etc") of the Order; or (iv) any other person to whom it may lawfully be communicated (all such persons in (i) to (iv) together being referred to as "relevant persons"). The ADSs are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such ADSs will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this communication or any of its contents.