Annual Meeting and Proxy


 

TIDMNWBS TIDMNWBT 
 
RNS Number : 9868W 
Northwest Biotherapeutics Inc 
06 August 2009 
 

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| For immediate release                |                        6 August 2009 | 
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NORTHWEST BIOTHERAPEUTICS ANNOUNCES 
ANNUAL MEETING NOTICE AND PROXY 
 
 
 
 
BETHESDA, MD - August 6, 2009 - Northwest Biotherapeutics, Inc. (AIM: NWBT and 
NWBS; OTCBB: NWBO) announces that it has today mailed to its shareholders a 
notice and accompanying proxy circular for the purposes of convening its 2009 
annual meeting of shareholders (the "Annual Meeting") to be held on Friday, 
September 4, 2009 at 11:00 a.m. (local time) at 7600 Wisconsin Avenue, Suite 
750, Bethesda, Maryland 20814, United States. 
 
 
As announced on July 23, 2009, a proposal will be put to shareholders at the 
Annual Meeting to approve the cancellation of the admission of the Company's 
shares of common stock to trading on the London Stock Exchange's AIM market 
("AIM") (the "De-listing"). 
 
Reasons for De-listing 
 
 
After much review and consideration, the Company has concluded that the 
De-listing, and consolidation of trading in the Company's shares on the OTCBB 
market in the U.S., is in the best interests of the Company and its shareholders 
as a whole. The reasons for this include the following: 
 
 
  *  The high direct costs of maintaining the Company's AIM listing: the Company 
  estimates that the annual costs significantly exceed GBP300,000 and that these 
  costs are in addition to the similarly high costs of the Company complying with 
  the Sarbanes Oxley Regulations in the U.S. and other requirements for 
  maintaining a listing in the U.S.; 
 
 
 
  *  The operational and legal difficulties of being subject to two different 
  regulatory regimes in 
 
two different countries, in order to maintain listings on both AIM and the U.S. 
OTCBB: the 
Company has encountered an ongoing series of situations in which both 
substantive requirements 
 and timing and procedural requirements are different and inconsistent on the 
two exchanges. 
 
 
  *  The management time taken up with the Company's AIM listing: the Company 
  currently has a very small management team, and this small team is managing 
  multiple programs both in the U.S. and outside the U.S. for regulatory approval, 
  clinical development and compassionate use access to its products. The ongoing 
  regulatory requirements associated with the Company's securities listings in two 
  countries are diverting a quite substantial portion of management time and 
  attention which could more usefully be deployed on the Company's operations. 
 
 
 
Timetable for De-listing 
 
 
Assuming that the proposal for the De-listing is approved by the Company's 
shareholders, the timetable for the De-listing will be as follows: 
 
 
No later than 4:00 p.m. (London time) September 1, 2009: final deadline for 
receipt of proxy notices. The Company's shareholders will receive a proxy card 
in the mail shortly.  Please follow instructions on the proxy card for voting 
and mailing.  Please note that all votes should be received at their respective 
locations 48 hours prior to the Annual Meeting. 
 
 
11:00 a.m. (EST) on Friday, September 4, 2009: Annual Meeting to approve (among 
other things) the De-listing. 
 
 
Friday, September 11, 2009: Last day of trading of the Company's shares on AIM. 
 
 
7:00 a.m. (London time) Monday, September 14, 2009: De-listing to become 
effective. 
 
 
 
 
Strategy following De-listing 
 
 
Following the De-listing, the Company will continue to be subject to the SEC's 
reporting obligations, and it expects that its shares of common stock will 
continue to be quoted for trading on the U.S. OTCBB market. The Company will 
continue to keep shareholders informed of the Company's financial and 
operational performance through ongoing updates in regulatory filings with the 
U.S. Securities Exchange Commission, as well as updates in press releases when 
applicable, on the Company's website, (www.nwbio.com), and in investor and 
scientific meetings. 
 
 
Trading in the Company's Shares following the De-listing 
 
The Company plans to facilitate the ability of shareholders to continue to be 
able to buy and sell shares in the Company through the U.S. OTCBB, an electronic 
quotation service, thus maintaining some liquidity for the Company's shares of 
common stock. The Company plans to prepare and file with the SEC an S-1 
Registration Statement, which is expected to include shares held by holders 
outside the U.S. which were originally issued in connection with the AIM 
listing, including Reg S holders, and all other outstanding shares held by 
non-U.S. shareholders. The S-1 registration statement, after being filed and 
subsequently declared effective by the SEC, will permit the holders named in the 
registration statement to sell their shares, and following such sales, the 
shares will remain freely tradable. 
 
Details of how UK-based shareholders may trade their shares on the OTCBB will be 
provided in a further announcement in due course, and will be made available to 
shareholders on the Company's website at www.nwbio.com. 
 
 
The quotation of the Company's shares of common stock on the U.S. OTCBB does not 
provide any guarantee of liquidity in trading in such shares. 
 
 
Notice of Annual Meeting and Proxy Statement 
 
 
The notice of the Annual Meeting and accompanying proxy materials have been 
mailed to shareholders today. A copy of the proxy statement relating to the 
Annual Meeting is available on the Company's website at www.nwbio.com and at its 
principal place of business, at 7600 Wisconsin Avenue, Suite 750, Bethesda, 
Maryland 20814, United States. 
 
 
Shareholders of record on the Company's books at the close of business on 
Thursday, July 20, 2009 will be entitled to vote at the Annual Meeting and any 
adjournments or postponements thereof.As of the close of business on July 20, 
2009, the Company had 45,069,872 shares of common stock outstanding.Each share 
of common stock entitles the record holder to one vote on each matter to be 
voted upon at the Annual Meeting. The affirmative vote of 75% of the votes cast 
at the meeting is required to approve the proposal for the De-listing. 
 
 
About Northwest Biotherapeutics 
 
 Northwest Biotherapeutics is a biotechnology company focused on developing 
immunotherapy products that treat cancers more effectively than current 
treatments, without toxicity, on a cost-effective basis. The Company has two 
broad platform technologies: dendritic cell-based vaccines and therapeutic 
antibodies. The Company is in a large Phase II clinical trial in GBM, with 13 
clinical sites across the U.S. The Company has also received clearance from the 
FDA for a large Phase III trial in prostate cancer, and for Phase I trials in 
five other cancers. The Company has started, and is currently enrolling patients 
in, a Phase I/II trial with DCVax  for recurrent metastatic ovarian cancer. The 
Company's second technology platform, involving antibodies to CXCR4, is at the 
late pre-clinical development stage. 
 
 
For further information about clinical sites and Company information please 
visit the company web site at www.nwbio.com. 
 
 
Disclaimer 
 
 
Statements made in this news release that are not historical facts, including 
statements concerning future securities registrations or other filings with the 
U.S. Securities and Exchange Commission ("SEC"), future treatment of patients 
with GBM using DCVax -Brain, and other future clinical trials, are 
forward-looking statements within the meaning of the Private Securities 
Litigation Reform Act of 1995. Words such as "may," "expects," "believes," 
"intends," "anticipates," and similar expressions are intended to identify 
forward-looking statements. Actual results may differ materially from those 
projected in any forward-looking statement. Specifically, there are a number of 
important factors that could cause actual results to differ materially from 
those anticipated, such as the SEC's review and evaluation of securities 
registrations or other filings, the Company's ability to raise additional 
capital, risks related to the Company's ability to enroll patients in its 
clinical trials and complete the trials on a timely basis, uncertainties related 
to the clinical trials process, uncertainties about the timely performance of 
third parties, and uncertainties about whether the Company's products will 
demonstrate safety and efficacy. Additional information on these and other 
factors, which could affect the Company's results, is included in its SEC 
filings and the Risk Factors section of the Form S-1 that the Company is 
preparing to file. Finally, there may be other factors not mentioned above or 
included in the Company's SEC filings or upcoming Form S-1 that may cause actual 
results to differ materially from those projected in any forward-looking 
statement. You should not place undue reliance on any forward-looking 
statements. The Company assumes no obligation to update any forward-looking 
statements as a result of new information, future events or developments, except 
as required by securities laws. 
 
 
Important Notice 
 
 
Collins Stewart Europe Limited, which is authorised and regulated in the United 
Kingdom by the Financial Services Authority, is acting as nominated adviser and 
broker to the Company and will not be responsible to anyone other than the 
Company for providing the protections afforded to clients of Collins Stewart 
Europe Limited nor for providing advice in connection any other matter referred 
to herein. 
 
 
 
 
For further information, please contact: 
 
 
+------------------------------------------+-----------------+ 
| Northwest Biotherapeutics, Inc.          |                 | 
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| Alton L. Boynton, Chief Executive        | +1 240 497 9024 | 
| Officer                                  |                 | 
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|                                          |                 | 
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| Buchanan Communications                  |                 | 
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| Lisa Baderoon (lisab@buchanan.uk.com)    | +44             | 
| / Mary-Jane Johnson / Catherine Breen    | (0)20           | 
|                                          | 7466 5000       | 
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|                                          |                 | 
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| Collins Stewart Europe Limited           |                 | 
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| Adrian Hadden/ Adam Cowen                | +44             | 
|                                          | (0)20           | 
|                                          | 7523 8350       | 
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This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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