TIDMAKT
RNS Number : 7467X
Ark Therapeutics Group PLC
21 November 2014
Ark Therapeutics Group plc
Proposed transfer of listing category on the Official List from
premium (commercial company) to standard
Notice of General Meeting
and
Posting of Circular
London, UK, 21 November 2014 (LSE: AKT): Ark Therapeutics Group
plc ("Ark" or the "Company") announces that it has agreed in
principle (subject to contract) terms with the majority
shareholders of Premier Veterinary Group Limited ("PVG") to acquire
the entire issued share capital of PVG (the "Acquisition"). In
order to facilitate the Acquisition, which constitutes a reverse
takeover, Ark is proposing to transfer its listing category on the
Official List from premium to standard. The Company has, therefore,
today issued a circular and Notice of General Meeting (the
"Circular") which contains details of a proposed transfer of
listing category. The General Meeting will be held at 10.30 am on
11 December 2014 at the offices of Marriott Harrison LLP, 11 Staple
Inn, London WC1V 7QH.
Copies of the Circular will be submitted to the National Storage
Mechanism and will shortly be made available on the Company's
website at www.arktherapeutics.com, and from the National Storage
Mechanism at www.morningstar.co.uk/uk/NSM, and will be posted to
shareholders shortly.
Capitalised terms in this announcement shall have the meaning
ascribed to them in the Circular.
For further information please contact:
Ark Therapeutics Group plc Tel: +44(0)203 755 5160
(a)
Iain G Ross, Non-Executive Chairman (b)
Susan Steven, Non-Executive Director (c)
This announcement includes "forward-looking statements" which
include all statements other than statements of historical facts,
including, without limitation, those regarding Ark's financial
position, business strategy, plans and objectives of management for
future operations, and any statements preceded by, followed by or
that include forward-looking terminology such as the words
"targets", "believes", "estimates", "expects", "aims", "intends",
"will", "can", "may", "anticipates", "would", "should", "could" or
similar expressions or the negative thereof. Such forward-looking
statements involve known and unknown risks, uncertainties and other
important factors beyond Ark's control that could cause the actual
results, performance or achievements of Ark to be materially
different from future results, performance or achievements
expressed or implied by such forward-looking statements. Such
forward-looking statements are based on numerous assumptions
regarding Ark's present and future business strategies and the
environment in which Ark will operate in the future. These
forward-looking statements speak only as at the date of this
announcement. Ark expressly disclaims any obligation or undertaking
to disseminate any updates or revisions to any forward-looking
statements contained in this announcement to reflect any change in
Ark's expectations with regard thereto or any change in events,
conditions or circumstances on which any such statements are based.
As a result of these factors, readers are cautioned not to rely on
any forward-looking statement.
1. Introduction
On 28 March 2014 the Company announced that it had signed heads
of terms in connection with the possible acquisition of a
revenue-generating UK based company in the healthcare support
services sector. The Board is seeking authority to transfer the
Company's listing category on the Official List. The Company has
today agreed in principle (subject to contract) terms with the
majority shareholders to acquire the entire issued share capital of
PVG, a veterinary business operating in a fast growing market.
Shareholders will be asked to vote on the proposed transfer of the
Ordinary Shares out of the category of a premium listing
(commercial company) on the Official List and into the category of
a standard listing on the Official List, being conditions of the
Subscription and the Revised BFSL Loan Arrangements.
In addition, the Board is seeking authority to adopt new share
option plans for the Enlarged Group, rename the Company to Premier
Veterinary Group plc, obtain authorities to issue shares under the
Subscription, and to undertake the reorganisation of share
capital.
2. Background to and reasons for the Proposed Transfer
The Company, as a premium listed company, is currently subject
to the "super-equivalent" provisions of the Listing Rules.
Consequently it is required to seek prior shareholder approval in
connection with class 1 transactions and reverse takeovers under
the Listing Rules. PVG has been a lossmaking business for the
periods set out in paragraph 1.4 of Part 3 of the Circular, and is
dependent on a loan facility from BFSL, a company whose sole
director and shareholder is Rajan Uppal, a proposed Director of the
Enlarged Group. Further, the historical financial information in
respect of PVG is not representative of PVG's current trading
trends. As a consequence the Enlarged Group would not satisfy the
eligibility criteria for a premium listed company and therefore the
Company will not undertake the Acquisition under the UKLA Premium
Listing rules. Shareholders should be aware that as a standard
listed company, the "super-equivalent" provisions of the Listing
Rules would not apply to the Company. Therefore, the Company is not
required to seek Shareholder approval for the entry into or
completion of the Acquisition and the Revised BFSL Loan
Arrangements.
However, the transfer to a standard listing should enable the
Company to respond more quickly to business opportunities as they
present themselves, as well as reducing the costs and
administrative burden for the Company associated with the current
requirement for the Company to, amongst other things, classify
transactions, notify Shareholders and/or obtain their consent for
certain transactions.
Therefore, and after careful consideration and analysis of the
various listing regimes available to the Enlarged Group, the Board
has concluded that a standard listing will be the most appropriate
listing category initially for the Company, and then for the
Enlarged Group going forward, not only in relation to facilitating
the Acquisition, complying with the eligibility criteria, but also
since it will better align the Enlarged Group's regulatory
responsibilities given the Enlarged Group's expected size and the
nature of its operations.
Under the Listing Rules, the Proposed Transfer requires the
Company to obtain the prior approval of not less than 75 per cent.
of the votes of Shareholders, voting in person or by proxy, at a
general meeting. Therefore, the Transfer Resolution will be
proposed as a special resolution.
Pursuant to the Listing Rules, the date of transfer of listing
category must not be less than 20 business days after the passing
of the Transfer Resolution. Assuming the Transfer Resolution is
duly approved at the General Meeting, it is anticipated that the
date of cancellation will be 14 January 2015. The Ordinary Shares
will, on completion of the Proposed Transfer, continue to be traded
on the Main Market, but under the designation "Listed:
Standard".
If the Transfer Resolution is not passed, the Board will not
proceed with the Acquisition and will commence a voluntary
liquidation process in respect of the Company. Following the costs
of such a voluntary liquidation process the Board does not believe
that there would be any funds available to distribute to
Shareholders, and therefore that there would be no remaining value
in the Ordinary Shares as the Company currently does not have an
operating business.
The Acquisition would constitute a reverse takeover of the
Company under the Listing Rules and, since there is currently
insufficient publicly available information regarding the
Acquisition, the suspension of trading in Ordinary Shares will
continue following the passing of the Transfer Resolution and
completion of the Proposed Transfer until the Company publishes a
prospectus in respect of the Enlarged Group.
As a result of the Acquisition being a reverse takeover, the
Company's listing would be cancelled and the Company would be
required under the Listing Rules to re-apply for admission of its
shares to the Official List (standard segment) and prepare and
publish a prospectus in respect of the Enlarged Group. While the
Company intends to seek the UKLA's approval to admit the Enlarged
Group to listing on the standard segment of the Official List,
until the Company has completed the formal application process,
satisfied the UKLA as to its eligibility and received the UKLA's
approval to the publication of a prospectus on the Enlarged Group,
there is no certainty that the UKLA will agree to admit the
Enlarged Group to the standard segment.
Completion of the Acquisition, assuming terms and contracts are
able to be agreed, is expected to occur following the cancellation
of the Company's listing on the premium segment, which itself is
expected to occur on 14 January 2015.
3. Subscription for New Ordinary Shares
Conditional upon Admission, BFSL and a small number of other
investors have agreed to subscribe in aggregate for GBP1.2 million
of Subscription Shares at a subscription price of 10.1 pence per
Subscription Share. BFSL has requested that in order to agree to
the Revised BFSL Loan Arrangements, Iain Ross, Chairman of Ark and
the CEO of PVG participate in the Subscription as to GBP70,456.49
and GBP267,734.54 respectively.
The monies received from the Subscription will be primarily used
as working capital in the Enlarged Group's business and, as a
result of this investment, Ark Shareholders will own 15 per cent.
of the Ordinary Shares at Admission.
Following the Subscription of 11,859,007 Subscription Shares
(following the Consolidation and Subdivision), the Enlarged Group
will have 13,951,773 Ordinary Shares in issue.
4. Consolidation and Subdivision of Ordinary Shares
The Directors wish to see the nominal value of an Ordinary Share
increased from 1 penny to 10 pence per share and to see the
Company's issued ordinary share capital on Admission being
2,092,766 Ordinary Shares of 10 pence each (excluding the
Subscription Shares), which requires the Company's share capital to
be reorganised. There are currently 209,276,676 Existing Ordinary
Shares in issue. The nominal value of the Existing Ordinary Shares
is 1 penny each. Details of this proposed reorganisation are set
out immediately below.
It is proposed that every 100 of the Existing Ordinary Shares of
GBP0.01 be consolidated into 1 share of 100 pence each and then be
subdivided into:
-- 1 New Ordinary Share of nominal value GBP0.10; and
-- 1 Deferred Share of nominal value GBP0.90.
The effect of the Consolidation and Subdivision will be to
increase the nominal value per Ordinary Share by a factor of ten to
GBP0.10. This ensures that the Subscription Price of 10.1 pence per
share is able to be implemented against a nominal value per share
of 10 pence. The purpose of the issue of the Deferred Shares is to
ensure that the Consolidation and Subdivision does not result in an
unlawful reduction of capital of the Company.
Upon implementation of the Consolidation and Subdivision,
Shareholders on the register of members of the Company at the close
of business on the Record Date will exchange 100 Existing Ordinary
Shares for 1 New Ordinary Share and 1 Deferred Share. The
proportion of the issued ordinary share capital of the Company held
by each Shareholder at the time of the Consolidation and
Subdivision will be unchanged.
The New Ordinary Shares arising on implementation of the
Consolidation and Subdivision will have the same rights and
benefits as the Existing Ordinary Shares, including voting,
dividend and other rights.
The Deferred Shares will not entitle holders to receive notice
of or attend and vote at any general meeting of the Company or to
receive a dividend or other distribution or to participate in any
return on capital on a winding up other than the nominal amount
paid on such shares following a substantial distribution to the
holders of Ordinary Shares in the Company. Accordingly, the
Deferred Shares will, for all practical purposes, be valueless and
it is the Board's intention that, at an appropriate time, the
Company may repurchase the Deferred Shares, cancel or seek to
surrender the Deferred Shares using such lawful means as the Board
may at such time determine.
The Deferred Shares will not be admitted to trading on any stock
exchange.
5. Acquisition of PVG
The Company announced today that it has agreed in principle
(subject to contract) terms with the majority shareholders of PVG
to acquire the entire share capital of PVG for an aggregate cash
consideration of GBP3,731 which equates to GBP0.001 per PVG share.
The Acquisition would be conditional on, amongst other matters, the
Transfer Resolution being passed and would only complete following
the cancellation of the Company's admission to the premium
segment.
Upon Admission, Iain Ross will remain as Chairman of the
Enlarged Group, Dominic Tonner will become appointed as Chief
Executive Officer, Dan Smith will become appointed as Chief
Financial Officer and Rajan Uppal will become appointed as
Corporate Development Officer. Sue Steven will step down from the
Board but remain as Company Secretary, and David Bloxham and David
Venables will also step down from the Board.
Further information about PVG can be found in Part 3 of the
Circular.
6. Background to and reasons for the Acquisition
On 30 January 2013 the Company announced that, having failed to
gain sufficient support for an institutional fundraising in late
2012/early 2013, it had appointed WG Partners to assist the Company
in reviewing and evaluating a number of strategic options open to
the Company to maximise value for Shareholders. These options
included a formal sale process, which was initiated on 30 January
2013.
On 28 February 2013 the Company announced that it had not
received any indicative offers pursuant to the formal sale process.
In parallel, the Board had attempted at various points to obtain
finance from clients, direct competitors, banks and via the
disposal of non-core product assets. However, all such steps proved
unsuccessful.
On 7 March 2013 Wölbern Private Equity ("WPE") made a formal
offer for the acquisition of the operating subsidiaries of the
Company - Ark Therapeutics Limited, Ark Therapeutics Oy and
Lymphatix Oy (the "Subsidiaries") (the "Disposal"). This offer was
expressly conditional on the UKLA agreeing to apply a waiver under
Listing Rule 10.8 to the Disposal, thereby not requiring the
Company to obtain the approval of its Shareholders for the Disposal
as it had no alternative but immediately to dispose of the
Subsidiaries in order to avoid an insolvency process. WPE therefore
confirmed to the Board on 10 March 2013 that the transaction had to
be completed on or before 15 March 2013 otherwise its offer would
lapse.
On 15 March 2013 the Company made a comprehensive and detailed
announcement that it had disposed of the Subsidiaries having been
granted a Listing Rule 10.8 waiver. The Company received GBP1.335
million in consideration gross of disposal costs and recognised a
profit on disposal of GBP1.012 million.
On 9 July 2013 the Company announced that it had amicably
negotiated and settled a potential dispute with Crawford Woundcare
Limited.
Since the date of the Disposal the Board has ensured that the
Company has maintained its London Stock Exchange listing and met
its financial, fiduciary and reporting obligations. During the
intervening period the Board and its advisers have considered a
variety of possible 'reverse' opportunities and on a number of
occasions it has commenced detailed discussions with potential
counterparties. The aim of these discussions has been to identify a
'reverse' opportunity which would provide Ark Shareholders with a
meaningful interest in the resulting enlarged group and ensure some
possibility of some upside in Shareholder value.
On 28 March 2014 the Company announced it had signed heads of
terms in connection with a possible acquisition of a
revenue-generating and profitable UK-based private company in the
healthcare support services sector. The Company confirmed that the
transaction would be structured by way of an acquisition of the
target by Ark. Accordingly in response to a request by the Company,
the UKLA suspended the listing of Ark's premium listed shares on
the Official List on 28 March 2014 pending publication of the
required Shareholder documents.
Due to its size in relation to Ark, the proposed acquisition of
PVG which is under consideration would constitute a 'reverse
takeover' of the Company for the purposes of the Listing Rules.
Your Board considers the acquisition of PVG would provide an
opportunity for Ark Shareholders to retain an interest in what the
Directors believe is an exciting business operating in a growing
market sector.
7. Arrangements with BFSL
As part of a re-financing of PVG, on 14 November 2013 BFSL
provided a secured loan of GBP1,312,500 to PVG out of a total
amount of secured debt raised by PVG of GBP1,750,000. Following
various breaches of the secured loan finance agreements during the
early part of 2014, BFSL acquired all of the non-bank secured and
unsecured debt of PVG that was not already owed to it. On 27 March
2014 BFSL demanded payment of all amounts accrued or outstanding
under the secured loan finance agreements. On 25 April 2014 PVG
agreed that the total amount outstanding under the secured loan
finance agreements as at 31 March 2014 was GBP2,144,178 and that in
accordance with those agreements default interest of 15 per cent.
per annum was payable. BFSL has not withdrawn its demand and the
amounts remain outstanding.
In addition, pursuant to the debt acquisition referred to above,
PVG is indebted to BFSL in the sum of GBP430,000 under the terms of
an unsecured loan note originally issued as a one year note in
March 2012. The amount of GBP430,000 attracts interest of 12 per
cent. per annum and is repayable in full by PVG on 14 November
2014.
PVG currently has net liabilities and has no means of repaying
either the secured or unsecured loans to BFSL. Subject to
Admission, BFSL has agreed in principle with Ark (subject to
contract) that in consideration of a payment to it of an
arrangement fee of GBP250,000, the terms of the existing loans
amounting to an aggregate of GBP2,574,178 owed to BFSL by PVG would
be amended as follows:
(a) the existing secured and unsecured loans to be consolidated
into indebtedness guaranteed by all companies within the Enlarged
Group and secured on the assets of the Enlarged Group;
(b) the term of the Revised BFSL Loan Arrangements to be three
years with effect from the date of Admission (the "Term");
(c) the Revised BFSL Loan Arrangements will not be subject to
any financial covenants and will only be subject to limited
representations and non-financial warranties;
(d) the events of default applicable to the Revised BFSL Loan
Arrangements to be limited primarily to non-payment, breach of the
limited representations, non-financial warranties and insolvency
events;
(e) during the Term, the Revised BFSL Loan Arrangements to be
repayable at any time at the discretion of PVG;
(f) the interest rate on the Revised BFSL Loan Arrangements to
be fixed at 12 per cent. per annum payable monthly in arrears and a
fee of GBP400,000 to be payable to BFSL when the Revised BFSL Loan
Arrangements is repaid; and
(g) BFSL has required both its own participation in the
Subscription and that of the Enlarged Group's proposed Chief
Executive Officer Dominic Tonner and Iain Ross as Chairman, as to
GBP267,734.54 and GBP70,456.49 respectively.
Ark has agreed in principle with BFLS (subject to contract) that
if Admission shall not have occurred by 6 February 2015 that BFSL
will have the right (but not the obligation) to acquire all shares
of PVG that Ark owns at the date for a cash consideration of
GBP0.001 per PVG share.
8. Transfer to Standard Listing and Corporate Governance
following the Proposed Transfer
A standard listing requires the issuer to comply with the
harmonised regulatory requirements imposed by the EU that apply to
all securities that are admitted to trading on EU regulated
markets. As an issuer with a standard listing, the Company will
remain subject to the Listing Rules (as applicable to a company
whose equity shares have a standard listing), the Prospectus Rules
and the Disclosure and Transparency Rules, however it will not be
required to comply with super-equivalent provisions of the Listing
Rules which apply only to companies with a premium listing. Such
super-equivalent provisions include:
-- certain continuing obligations set out in Listing Rule 9 such
as the Model Code, certain rules regarding the conduct of rights
issues, open offers and placings, certain disclosures in annual
financial reports and certain rules regarding employee share
schemes and long-term incentive plans;
-- complying with or explaining against the UK Corporate Governance Code;
-- complying with the requirement to obtain shareholder consent
by way of special resolution for the cancellation of the listing of
any of its shares as set out in Listing Rule 5; and
-- complying with provisions in Listing Rules 10, 11 and 12
relating to significant transactions, related party transactions
and dealings in own securities.
The super-equivalent provisions provide Shareholders with the
rights to vote on certain corporate actions, including significant
transactions.
Certain administrative requirements associated with the Ordinary
Shares having a standard listing will be simplified as the Listing
Rules for securities with a standard listing are less demanding and
stringent than those applicable to securities with a premium
listing. In particular, companies with securities admitted to a
standard listing will not normally be required to produce
documentation and seek prior shareholder approval in connection
with the acquisition or disposal of assets which exceed certain
size criteria and/or involve a transaction with a related
party.
The higher level of regulation contained in the super-equivalent
provisions referred to above has been designed to offer
shareholders in premium listed companies additional rights and
protections. Accordingly, investors should be aware that any
investment in a company that has a standard listing is likely to
carry a higher risk than an investment in a company with a premium
listing. However, following the Proposed Transfer, the Board
currently intends to:
-- continue to apply the Model Code; and
-- continue to comply with the requirements of Listing Rule 12
(which relates to dealings in own securities).
The Board will upon Admission institute corporate governance
arrangements which it considers are appropriate and reasonable for
a company of its size and nature.
The transfer to standard listing will not affect the way in
which Shareholders are able to buy or sell Ordinary Shares and,
following the transfer, existing share certificates in issue in
respect of Ordinary Shares will remain valid (save where replaced
as a result of the Subdivision). As for a company with a premium
listing, a company with a standard listing is still required to
have a minimum of 25 per cent. of its shares in public hands and
will continue to be obliged to publish a prospectus when issuing
new shares to the public unless such an issue falls within one of
the permitted exemptions. Companies with standard listings are also
still required to disclose appropriate information to the market
and to comply with the provisions of the Disclosure and
Transparency Rules (to the extent applicable to the Company)
including to make notifications of dealings in shares. They must
also prepare annual audited financial reports, half yearly
financial reports and interim management statements to the same
standards and within the same timeframe as companies with a premium
listing are required to do.
A more detailed summary of the differences between the
regulatory requirements of companies with a standard listing and
those with a premium listing is contained in Part 5 of the
Circular. Following the Proposed Transfer, the Ordinary Shares will
have a standard listing, however they will not be eligible for
inclusion in the UK series of FTSE indices.
It should be noted that as a consequence of the Proposed
Transfer, the Company would not be required to seek Shareholder
approval for the Acquisition and the Revised BFSL Loan
Arrangements.
9. Rule 9 of the City Code on Takeovers and Mergers
The Company is registered in England and Wales and Shareholders
are protected under the City Code.
Under Rule 9 of the City Code, where any person acquires,
whether by a single transaction or a series of transactions over a
period of time, interests in securities which (taken together with
securities in which he is already interested and in which persons
acting in concert with him are interested) carry 30 per cent. or
more of the voting rights of a company which is subject to the City
Code, that person is normally required by the Panel to make a
general offer to all the remaining shareholders of that company to
acquire their shares.
Similarly, when any person individually or a group of persons
acting in concert, already holds interests in securities which in
aggregate carry not less than 30 per cent. of the voting rights of
such a company but does not hold shares carrying more than 50 per
cent. of such voting rights, that person may not normally acquire
further securities without making a general offer to the
shareholders of that company to acquire their shares. An offer
under Rule 9 must be made in cash at the highest price paid by the
person required to make the offer, or any person acting in concert
with him, for any interest in shares of the company during the 12
months prior to the announcement of the offer.
Under the City Code, a concert party arises where persons acting
together pursuant to an agreement or understanding (whether formal
or informal and whether or not in writing) co-operate to obtain or
consolidate control of the company. Control means an interest or
interests in shares carrying in aggregate 30 per cent. or more of
the voting rights of the company, irrespective of whether the
holding or holdings give de facto control.
10. Concert Party
The members of the Concert Party, further details of whom are
set out below, are considered to be a concert party for the
purposes of the City Code and immediately following Admission, as a
result of the Subscription, will be interested, in aggregate, in
and will have a maximum controlling position in respect of 69.4 per
cent. of the issued share capital of the Enlarged Group. As set out
above, in the absence of the waiver, under the City Code the
Concert Party would be obliged following Admission to make an offer
in cash for the entire issued and to be issued share capital of the
Company in which they do not have an interest.
The Concert Party is comprised of three members, being BFSL,
Rajan Uppal and Dominic Tonner. As at the date of the Circular each
of Mr Uppal's and Mr Tonner's own interests in shares in PVG. The
business address of BFSL and Rajan Uppal is Bybrook House, 1 Cross
Bank, Great Easton, Leicestershire, LE16 8SR and Dominic Tonner is
32-34 Zetland Road, Redland, Bristol, BS6 7AB.
The Concert Party members and their proposed participation in
the Subscription, along with their current shareholdings, are out
in the table below:
Name Number of Number of Total number Number of
Ordinary Shares Subscription of Ordinary Ordinary Shares
interested Shares proposed Shares interested interested
in before to be acquired in following in following
the Subscription completion completion
and following of the Subscription of the Subscription
the Consolidation and on Admission and on Admission
and the Subdivision as a percentage
of the Enlarged
Issued Share
Capital
BFSL - 6,975,887 6,975,887 50.0
Rajan Uppal 60,000 - 60,000 0.4
Dominic Tonner - 2,650,837 2,650,837 19.0
*BFSL has agreed to transfer to Mr Uppal, immediately following
its acquisition of 6,975,887 Subscription Shares, all its interests
in Ordinary Shares (including its 6,975,887 Subscription Shares),
for a consideration of the Subscription Price per Ordinary
Share.
Further details of the members of the Concert Party are:
BFSL
BFSL is a private company incorporated and registered in England
and Wales with number 08265871. Its registered office is at Bybrook
House, Cross Bank, Great Easton, Leicestershire. Mr Uppal is its
sole director and shareholder. Further information regarding BFSL
is referred to in Part 7 of the Circular.
Rajan Uppal
Rajan Uppal, aged 52, is a Chartered Accountant with significant
commercial and corporate finance experience and has served on the
boards of several publicly quoted and private companies across
various business sectors in both executive and non-executive roles.
After qualifying as a Chartered Accountant in 1986 he began his
career in industry in 1989 as the Chief Financial Officer of a
fully quoted European printing and packaging group, Ferry Pickering
Group plc. Following the successful disposal of that company Mr
Uppal joined Quadrant Healthcare plc (Quadrant) as its Chief
Financial Officer and was part of the team that floated Quadrant on
the London Stock Exchange. At the time of Quadrant's disposal to
Elan Corporation plc (Elan) in 2000 Mr Uppal held the position of
Finance and Commercial Director and was subsequently appointed as a
Senior Vice President within Elan. Mr Uppal led the management
buyout of various companies within Elan in 2003 and merged these
companies with ML Laboratories plc in 2005 to create a new group,
Innovata PLC, where he served as a non-executive director until it
was acquired by Vectura Group plc. Mr Uppal also served as a
non-executive director of Oxford BioMedica plc between 2001 and
2006.
Since 2006 Mr Uppal has invested on his own account in various
private companies and asset categories and during this time
acquired the core vet practices that are now owned by PVG.
Dominic Tonner
Mr Tonner, aged 57, joined PVG's board as CEO in July 2007.
Since that time revenues have increased from GBP2 million to GBP7.5
million per annum, PVG has completed six acquisitions and
integrated the activities successfully, launched a new business,
Premier Veterinary Alliance, to become the second biggest buying
group in the sector and is now transacting business in Republic of
Ireland and the Nordic region as well as the UK. Mr Tonner began
his career in 1979 at Lex Service Group after graduating from
Strathclyde University with a BA in Politics & Sociology. He
then went on to hold a number of posts in marketing within the
transport industry before moving to Wiggin Teape. Following this he
founded his own company within the label and barcode technology
sector which was sold to API Plc. In addition to building new
revenue streams, Mr Tonner has been instrumental in raising capital
and developing growth strategies.
The Takeover Panel has agreed to waive the obligation of the
Concert Party to make a general offer that would otherwise arise as
a result of receiving the New Ordinary Shares pursuant to the
Subscription, subject to the approval of Independent Shareholders,
taken on a poll. Accordingly, Resolution 5 is being proposed at the
General Meeting to approve the Waiver and will be taken on a poll
of Independent Shareholders (excluding the members of the Concert
Party).
On Admission, the Concert Party will hold more than 50 per cent.
of the Company's voting share capital and may as a consequence be
able to increase its aggregate shareholding in the Company without
incurring any obligation under Rule 9 to make a general offer to
the Company's other Shareholders. Under the Takeover Code, whilst
each member of the Concert Party continues to be treated as acting
in concert, each member will be able to increase further their
respective percentage shareholding in the voting rights of the
Company without incurring an obligation under Rule 9 to make a
general offer to Shareholders to acquire the entire issued share
capital of the Company. However each individual member of the
Concert Party will not be able to increase its percentage
shareholding through or between a Rule 9 threshold, without the
consent of the Panel.
The Concert Party has confirmed to the Board that, save as set
out in Part 7 of the Circular, it is not presently proposing any
other changes to the Board or changes to the employment rights and
conditions of employment of the employees of the Company.
The Concert Party has confirmed that it does not intend to
redeploy the Company's fixed assets. The Enlarged Group will be run
from PVG's offices in Bristol.
10. Expected timetable of principal events
Time and/or date
Latest time and date for return of 10.30 a.m. on 9 December
Forms of Proxy for use at the General 2014
Meeting
General Meeting 10.30 a.m. on 11 December
2014
Record Date Close of business on 12
December 2014
Date upon which the Consolidation 13 December 2014
and Subdivision become effective
Date upon which cancellation of the 14 January 2015
premium listing category will become
effective
Expected date of completion of the on or around 20 January
Acquisition 2015
Expected date of publication of the on or around 21 January
Prospectus 2015
CREST accounts credited with New Ordinary on or around 21 January
Shares 2015
Expected date upon which Admission on or around 21 January
will become effective 2015
Share certificates dispatched for within 14 days of Admission
the New Ordinary Shares
11. Definitions
Acquisition the conditional acquisition of the entire
issued share capital of Premier Veterinary
Group Limited
Admission the admission of the New Ordinary Shares
and the Existing Ordinary Shares (i) to
the Official List and (ii) to trading
on the London Stock Exchange's main market
for listed securities becoming effective
in accordance with the Listing Rules and
the Admission and Disclosure Standards
Articles the Company's articles of association
from time to time
BFSL Bybrook Financial Solutions Limited, a
member of the Concert Party
Board the board of directors of the Company
Company or Ark Ark Therapeutics Group plc
Concert Party BFSL, Rajan Uppal and Dominic Tonner
Consolidation and the proposed share capital reorganisation
Subdivision to be effected by the consolidation of
every 100 Existing Ordinary Shares into
1 share of 100 pence and the subdivision
of those shares into 1 New Ordinary Share
and 1 Deferred Share
Directors the existing directors of the Company
Enlarged Group Ark as enlarged following completion of
the Acquisition
Enlarged Issued Share the issued share capital of the Company
Capital as it will be immediately following Admission
Existing Ordinary the fully paid Ordinary Shares in issue
Shares prior to the Consolidation and Subdivision
General Meeting the general meeting of the Company convened
for 10.30 a.m. on 11 December 2014 at
the offices of Marriot Harrison LLP, 11
Staple Inn, London WC1V 7QH by the Notice
of General Meeting
FCA the Financial Conduct Authority
FSMA the Financial Services and Markets Act
2000 (as amended)
FTSE Financial Times Stock Exchange
Listing Rules the Listing Rules made by FSMA governing,
amongst other things, admission of securities
to the Official List
London Stock Exchange London Stock Exchange plc
Main Market the main market for trading in the listed
securities of companies on the London
Stock Exchange
Model Code the model code on directors' dealings
in securities, as set out in Annex 1 to
Chapter 9 of the Listing Rules
Notice of General the notice convening the General Meeting
Meeting as set out at the end of this document
Official List the official list of the FCA
Ordinary Shares ordinary shares of 1 penny each in the
capital of the Company
Proposals means the Proposed Transfer, the adoption
of the new share option schemes, the Rule
9 waiver, the Subscription, the grant
to the Directors to allot the New Ordinary
Shares and on a non pre-emptive basis,
the change of the Company's name, the
Subdivision and related amendments to
the Articles
Proposed Transfer the proposed transfer of the Ordinary
Shares out of the category of a premium
listing (commercial company) on the Official
List and into the category of a standard
listing on the Official List
Prospectus Rules the Prospectus Rules made by the FCA under
Part VI of FSMA
PVG Premier Veterinary Group Limited
Record Date 12 December 2014 in respect of the Consolidation
and Subscription
Registrar Capita Asset Services
related party a person defined as such for the purposes
of Chapter 11 of the Listing Rules
Resolutions the resolutions to be proposed at the
General Meeting as set out in the Notice
of General Meeting
Revised BFSL Loan the proposed amended loan terms (subject
Arrangements to contract) to be made between BFSL and
PVG and the other members of the Enlarged
Group, as summarised in paragraph 7 above
Shareholders holders of Ordinary Shares
Subscription the Subscription for the Subscription
Shares by the subscribers
Subscription Price 10.1 pence per New Ordinary Share
Subscription Shares the 11,857,007 New Ordinary Shares which
fall to be admitted and issued pursuant
to the Subscription
Transfer Resolution the resolution to be proposed at the General
Meeting in relation to the Proposed Transfer,
as set out in the Notice of General Meeting
UK Corporate Governance the UK Corporate Governance Code published
Code by the Financial Reporting Council, in
force from time to time
UK or United Kingdom the United Kingdom of Great Britain and
Northern Ireland
UKLA the United Kingdom Listing Authority,
acting in its capacity as the competent
authority for the purposes of Part VI
of FSMA
Waiver the proposed waiver of Rule 9 of the City
Code in relation to the proposed allotment
and issue of an aggregate of 9,626,724
Subscription Shares to the members of
the Concert Party
This information is provided by RNS
The company news service from the London Stock Exchange
END
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