GW Pharmaceuticals plc : Filing for listing on NASDAQ

GW Pharmaceuticals Files Registration Statement for NASDAQ Global Market Listing

 and U.S. Initial Public Offering

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Porton Down, UK, 19 March 2013: GW Pharmaceuticals plc (AIM: GWP, "GW" or the "Company"), the biopharmaceutical company focused on discovering, developing and commercialising novel therapeutics from its proprietary cannabinoid product platform, announced today that it has filed a registration statement with the U.S. Securities and Exchange Commission (the "SEC") for an initial public offering of American Depositary Shares ("ADSs") on the NASDAQ Global Market.

Lazard Capital Markets LLC and Cowen and Company, LLC are acting as joint book-running managers for the offering. Canaccord Genuity is acting as co-lead manager and Roth Capital Partners is acting as co-manager. GW has applied to have its ADSs listed on the NASDAQ Global Market under the ticker symbol "GWPH". 

Subject to successful completion of the initial public offering of ADSs, GW's common stock will continue to be listed on the AIM market of the London Stock Exchange, and its ADSs will be listed on the NASDAQ Global Market. The proposed offering is subject to GW shareholder approval at a General Meeting which is expected to take place in mid-April. GW is aiming to complete the ADS offering and the listing on the NASDAQ Global Market around the end of April, 2013.

Justin Gover, GW's Chief Executive Officer, said, "We believe the United States not only represents the world's most important pharmaceutical market but also the largest healthcare investment community. With Sativex advancing through Phase 3 clinical trials for advanced cancer pain in the U.S., and the development of our product pipeline now increasingly focused towards the U.S. market, we consider that GW should take this important step to increase its profile amongst U.S. investors and seek to benefit from the additional liquidity that we believe a listing on NASDAQ should provide. The proposed U.S. listing and financing, upon which we have consulted with our major existing institutional shareholders, will, if successful, enable GW to accelerate investment in its product pipeline and expand our manufacturing facilities to support the potential future commercialization of Sativex in the U.S."

A registration statement relating to these securities has been filed with the SEC but has not yet become effective. When available, a copy of the preliminary prospectus may be obtained from Lazard Capital Markets LLC, Attn: Syndicate Department, 30 Rockefeller Plaza, 48th Floor, New York, NY 10020, Telephone: (800) 542-0970; from Cowen and Company, LLC, c/o Broadridge Financial Services, 1155 Long Island Avenue, Edgewood, NY,11717, Attn: Prospectus Department, Phone (631) 274-2806 / Fax (631) 254-7140; from Canaccord Genuity Inc., Attention: Syndicate Department, 99 High Street, 12th Floor, Boston, Massachusetts 02110, or by telephone at (617) 371-3900; and from Roth Capital Partners, LLC, Equity Capital Markets, 888 San Clemente Drive, Newport Beach, CA 92660, at 800-678-9147 and Rothecm@roth.com.

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 will not be eligible to take part in the offering described 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.

For readers in the European Economic Area

In any EEA Member State that has implemented the Prospectus, 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 described in this press release 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 document or any of its contents.

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About GW Pharmaceuticals plc

Founded in 1998, GW is 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 20 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 established a world leading position in the development of plant-derived cannabinoid therapeutics and has a deep pipeline of additional cannabinoid product candidates, including two distinct compounds, GWP42004 and GWP42003, in Phase 2 clinical development for Type 2 diabetes and ulcerative colitis, respectively, and at least two additional programs expected to enter clinical trials in the next 12 months. For more information, please visit the Company's website at www.gwpharm.com