TIDMSALV
RNS Number : 5463M
SalvaRx Group plc
08 January 2019
SalvaRx Group plc
("SalvaRx" or the "Company")
Result of AGM and Completion of Disposal and Demerger
SalvaRx (AIM: SALV), the drug discovery and development company
focused on cancer immunotherapy, is pleased to announce that at its
Annual General Meeting held earlier today all resolutions set out
in the Circular to shareholders dated 27 November 2018 ("the
Circular") were duly passed.
Disposal of interest in SalvaRx Limited
Accordingly, shareholders have approved the sale of the
Company's 94.2 per cent. interest in SalvaRx Limited to Portage
Biotech Inc. ("Portage") in accordance with the terms of the Sale
Agreement for a consideration of US$67.5 million, to be satisfied
by the issue of 757,943,784 new shares in Portage (the
"Consideration Shares") (the "Disposal").
The Company has been informed that all resolutions proposed at
the Annual and Special Meeting of Portage held earlier today were
approved, including the terms of the acquisition of the whole of
the issued share capital of SalvaRx Limited.
Demerger Shares
Shareholders have also approved the transfer of 660,593,556
Consideration Shares (the "Demerger Shares") on a pro-rata basis to
shareholders on the register on the Demerger Record Date (being
5.00 p.m. on 8 January 2019) (the "Demerger").
It is expected that definitive shares certificates in respect of
the Demerger Shares will be despatched on or around 15 January 2019
(except to US Persons subject to safe-keeping and custody
arrangements) and that definitive share certificates to be issued
to US Persons in respect of Demerger Shares will be despatched
following the expiry of the Restricted Period on or around 8 July
2019. During the Restricted Period, all Demerger Shares are subject
to the Applicable Restrictions set out in the Circular.
Option Redemption and New Options
Following completion of the Disposal, the Company has completed
the purchase of options over 2,767,470 new Ordinary Shares (the
"Option Redemption") in consideration of the grant of new options
over a total of 40,692,697 Consideration Shares (the "New
Options"). The terms of the New Options are set out in the
Circular.
Board changes
Denham Eke has been appointed as Chief Financial Officer and as
a Director of the Company. Denham Hervey Newall Eke (aged 67) is
Managing Director of Burnbrae Group Limited, a private
international asset management company. He began his career in
stockbroking with Sheppards & Chase before moving into
corporate planning for Hogg Robinson Plc, a major multinational
insurance broker. He is a director of many years' standing of both
public and private companies involved in the financial services,
property, mining, and manufacturing sectors. He is chairman of
Webis Holdings Plc, chief executive officer of Manx Financial Group
Plc, finance director of Port Erin Biopharma Investments Limited
and a non-executive director of Billing Services Group Limited -
all quoted on the AIM market. Mr Eke is also a non-executive
director of Juvenescence Ltd., a leader in the development of
therapies to slow, halt or potentially reverse aging. Additional
information required to be disclosed in relation to Mr Eke pursuant
to Schedule Two, paragraph (g) of the AIM Rules for Companies is
set out in the Appendix.
Following the resignations of Dr Ian Walters, Kam Shah, Richard
Armstrong and Colin Weinberg as directors of the Company with
immediate effect from the conclusion of the AGM, the Board now
comprises Jim Mellon (Non-executive Chairman), Dr. Greg Bailey
(Non-executive Director) and Denham Eke (Chief Financial Officer).
As a result, the Board has no independent directors. However, the
Directors are in the advanced stages of recruiting an independent
non-executive director and the Company expects to provide an update
on the progress of such appointment in due course.
AIM Rule 15 cash shell
The Disposal and the Demerger constitute a fundamental change of
business under Rule 15 of the AIM Rules. Following the Disposal and
the Demerger, the Company has ceased to own, control or conduct
all, or substantially all, of its existing trading business
activities or assets. It is therefore classified as an AIM Rule 15
cash shell and as such is required to make an acquisition or
acquisitions which constitutes a reverse takeover under AIM Rule 14
(or seek re-admission as an investing company (as defined under the
AIM Rules)) on or before the date falling six months from
completion of the Disposal and the Demerger (namely by 9 July
2019), failing which the Company's Ordinary Shares would then be
suspended from trading on AIM pursuant to AIM Rule 40. Admission to
trading on AIM would be cancelled six months from the date of
suspension should the reason for the suspension not have been
rectified.
In order to meet its working capital requirements as an AIM Rule
15 cash shell, the Company has retained 56,657,531 Consideration
Shares (the "Retained Shares") as a means of increasing its cash
reserves amounting to approximately US$50,000 (after meeting the
expected costs of the Disposal and the Demerger). Based on the
Portage share price of US$0.105 on the CSE at the close of business
on 7 January 2019, the Retained Shares are valued at approximately
US$5.95 million (GBP4.65 million at an exchange rate of GBP1:
US$1.278). The number of Retained Shares may increase by up to
40,692,697 Consideration Shares to the extent that New Options
remain unexercised by 5.00 p.m. on 8 January 2020. In the event
that the cash reserves and any value realised from the Retained
Shares are insufficient to meet the Company's working capital
requirements, the Directors may seek further funding, including by
a further issue of Ordinary Shares.
Jim Mellon, chairman of SalvaRx Group plc, commented,
"Completion of the Disposal and the Demerger provides the
opportunity to unlock and maximise value for the Company's
shareholders as well as to secure the funding which SalvaRx Limited
requires to support the businesses forming part of its portfolio,
to develop clinical proof of concept in cancer immunotherapies and,
in addition, to undertake further investments in and/or
acquisitions of businesses which are complementary to its
portfolio. Through their holding of Demerger Shares, shareholders
are able to retain an interest in the ongoing development of the
assets in that portfolio. In addition, through their holding of
Ordinary Shares, shareholders are also able to retain an exposure
to the potential upside of the Company's development as an AIM Rule
15 cash shell.
"We welcome Denham to the Company's Board. He is a valuable
addition to the team and his experience will be highly relevant as
we look to identify a suitable acquisition for the Company as an
AIM Rule 15 cash shell."
This announcement should be read in conjunction with the full
text of the Circular which is available on the Company's website at
https://www.salvarx.io/investors/aim-rule-26.html. Capitalised
terms in this announcement have the same meaning as given in the
Circular.
This announcement contains inside information for the purposes
of Article 7 of Regulation (EU) 596/2014.
Enquiries:
SalvaRx Group plc
Denham Eke, Chief Financial Officer Tel: +44 (0) 01624
639396
Northland Capital Partners Limited Tel: +44 (0) 20 3861
Nominated Adviser and Broker 6625
Matthew Johnson / Edward Hutton (Corporate
Finance)
Vadim Alexandre (Corporate Broking)
Peterhouse Capital Limited Tel: +44 (0) 20 7469
Joint Broker 0932
Lucy Williams / Duncan Vasey
APPIX
Additional information required to be disclosed in relation to
Mr Eke pursuant to Schedule Two, paragraph (g) of the AIM Rules for
Companies is set out below.
Current Directorships
Achte CRSR & Co KG Dundrennan Limited
Albany Management Limited ECF Asset Finance PLC
Albany SIAG Development GbR Edgewater Associates Limited
Albany SIAG Gerwerbe 1 GbR European Collateral Finance
Limited
Albany SIAG Gerwerbe 11 GbR European Corporate Finance
Limited
Albany SIAG Gerwerbe 111 GbR European Leasing Limited
Albany SIAG Wohnen 1 GbR European Wagering Services
Limited
Albany SIAG Wohnen 11 GbR Fuenfte CRSR & Co KG
Galloway Limited
Genseq Limited
All Star Leisure (Group) Limited
Arundel Services Limited
B.E. Global Services Limited Horsfield Limited
betInternet.com (IOM) Limited IC Technology (UK) Limited
betInternet.com NV Indigo Securities Limited
Big Group plc Juvenescence AI Limited
BigSave Limited Juvenescence Limited
Billing Service Group Limited Juvenescence UK Limited
BMIP Limited Juvent Holdings Limited
Bradburn Limited KG Antell (SIAG 16) KG
Bradda Head Holdings Limited Mann Bioinvest (BVI) Limited
Bradda Head International Limited Mann Bioinvest Limited
Burnbrae Belgium Limited Mann Pathfinder IC
Burnbrae Charlottenburg GmbH Manx Financial Group plc
Burnbrae Commercial GmbH Manx Financial Limited
Burnbrae Development GmbH Manx Incahoot Limited
Burnbrae East GmbH Master Investor Limited
Burnbrae Events Limited Mediqventures Limited
Burnbrae Friedrichstein GmbH Navrona Investments Limited
Burnbrae Germany East GmbH Neunte CRSR & Co KG
Burnbrae Germany GmbH Pathfinder Advisors Limited
Burnbrae Germany North GmbH Podenco Distribution Limited
Burnbrae Germany South GmbH Podenco Evissa Distribution
S,L,
Burnbrae Germany West GmbH Podenco Global Limited
Burnbrae Group Limited Port Erin Biopharma Investments
Limited
Burnbrae Kreutzberg GmbH SCI Burnbrae Paris
Burnbrae Limited Scotsdale Properties Limited
Burnbrae Lutzowstrasse GmbH Sechste CRSR & Co KG
Burnbrae Media Holdings Limited Shellbay Investments Limited
Burnbrae Media Investments Limited Sleepwell Aviation Limited
Burnbrae Media Services Limited Sleepwell Construction Management
Limited
Burnbrae Mitte GmbH Sleepwell Hotels (UK) Limited
(Isle of Man)
Burnbrae Prenlauer Berg GmbH Sleepwell Hotels (UK) Limited
(UK)
Burnbrae Residential GmbH Sleepwell Hotels Limited
Burnbrae Sachsen GmbH Softline Distribution Limited
Burnbrae Schonefeld GmbH Softline Limited
Burnbrae Spain SL Softline UK Limited
Burnbrae Spandau GmbH Stonehaven Properties Limited
Burnbrae Style Limited Technical Facilities & Services
Limited
Burnbrae Tempelhof GmbH Teviot Company Limited
Burnbrae Tiergarten GmbH The Executive Club Limited
Burnbrae Wedding GmbH Transbank Card Services Limited
Burnbrae Wilmersdorf GmbH Transbank Limited
Burrow Head Limited TransSend Card Services Limited
Calabrese Holdings Limited TransSend Holdings Limited
Chester House Property Limited TransSend Payments Limited
Clean Air Capital Limited Troon Properties Limited
Clean Air Capital Services Limited Watch&Wager.com Limited
Conister Bank Limited Watch&Wager.com LLC
Conister Card Services Limited Webis Holdings plc
Corporate Asset Finance Limited Wielandstrasse 5 Objekt GmbH
CRSR GmbH & Co KG Zweite CRSR & Co KG
Past Directorships
(in the last five years)
Spreadbet Magazine Limited Speymill Property Group (UK)
Limited
Oilbarrel.com Limited Speymill plc
Sharecrazy.com Limited Rivington Street Holdings plc
ARBB AG OKYO Pharma Limited (formerly
West African Minerals Corporation)
On 3 September 2015, Speymill plc, a company of which Denham Eke
was a director at the time, entered into a voluntary liquidation
and was subsequently dissolved on 6 July 2017. Mr Eke was also a
director of subsidiary company Speymill Contracts Limited within
one year of it entering into administration on 16 December 2012 and
a director of Speymill Property Group (UK) Limited which entered
into voluntary liquidation on 25 January 2016. The combined
creditors of Speymill plc and its subsidiaries were owed
approximately GBP4.3 million, of which Galloway Limited, a company
of which Denham Eke is a director, was owed GBP3.9 million.
On 29 January 2014, Rivington Street Holdings plc, a company of
which Denham Eke was a director at the time, entered into a
voluntary liquidation and was subsequently dissolved on 20 October
2017. The combined creditors of the company and its subsidiaries
were owed approximately GBP4.0 million, of which Galloway Limited,
a company of which Denham Eke is a director, was owed GBP3.8
million.
Interests in the Company
Mr Eke has no direct shareholding in the Company.
Mr Eke is the sole director of Galloway Limited which holds
370,370 Ordinary Shares (representing approximately 1 per cent. of
the Company's issued share capital). Galloway Limited is indirectly
wholly owned by the trustee of a settlement under which James
Mellon has a life interest.
There is no other information that is required to be disclosed
with regards to the appointment of Mr. Eke pursuant to Schedule 2
paragraph (g) of the AIM Rules for Companies.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
MSCMMGGMVRMGLZM
(END) Dow Jones Newswires
January 08, 2019 11:15 ET (16:15 GMT)
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