On October 7, 2020 Mereo BioPharma Group plc (NASDAQ: MREO, AIM: MPH) ("Mereo" or "the Company"), reported a clinical-stage biopharmaceutical company focused on oncology and rare diseases, filed with the U.S. Securities and Exchange Commission ("SEC") a shelf registration statement on Form F-3 (File No. 333-249341) (the "Registration Statement") pursuant to which the Company may offer up to $200,000,000 of its ordinary shares nominal value £0.003 per ordinary share (the "Ordinary Shares") in the form of American Depositary Shares ("ADSs"), with each ADS representing five Ordinary Shares, and entered into a Sales Agreement dated October 6, 2020 (the "Sales Agreement") with SVB Leerink LLC (the "Agent"), pursuant to which the Company may sell, from time to time, at its option, up to $50,000,000 of its Ordinary Shares in the form of ADSs through the Agent (the "ATM Program") (Press release, Mereo BioPharma, OCT 7, 2020, View Source [SID1234568617]). The Sales Agreement contains customary representations, warranties and indemnities and provides that the Company pay the Agent a customary commission of 3% on the sale of any ADSs sold through the Agent under the Sales Agreement.

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The Registration Statement has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the Registration Statement becomes effective. A copy of the Registration Statement may be obtained on the SEC’s website at www.sec.gov. The filing of the Registration Statement does not affect the statutory pre-emption rights of shareholders in the Company.

The specifics of any future offering, including the prices and terms of the ADSs offered by the Company, will be determined at the time of any such offering and will be described in detail in a prospectus supplement filed by the Company with the SEC in connection with such offering. The Company has no immediate plans to offer ADSs pursuant to the Registration Statement or to sell ADSs under the ATM Program.

The establishment of the ATM Program follows the resolutions adopted at the Company’s Annual General Meeting on June 29, 2020. The ADSs to be sold under the Sales Agreement, if any, will be issued and sold by methods deemed to be an "at the market offering" as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended, or in negotiated transactions, if authorized by the Company, in each case, pursuant to the Registration Statement. The Registration Statement contains a preliminary prospectus supplement relating to the ATM Program. Any sales under the ATM Program will be made pursuant to a final prospectus supplement to be filed by the Company with the SEC following the effectiveness of the Registration Statement.

Unless otherwise indicated in a prospectus supplement, the Company expects to use the net proceeds from sales of any ADSs pursuant to the Registration Statement for advancing the Company’s clinical development programs, general corporate purposes and other business opportunities.

This announcement shall not constitute an offer to sell or the solicitation of an offer to buy the Ordinary Shares or ADSs, nor shall there be any sale of the Ordinary Shares or ADSs in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

Neither this announcement nor the Registration Statement forms part of an offer of transferable securities to the public in the United Kingdom and no prospectus has been, or is required to be, submitted to the U.K. Financial Conduct Authority for approval.