TIDMLVRT
RNS Number : 9195Q
Levrett PLC
15 September 2017
Levrett plc
("Levrett" or "the Company")
Proposed Acquisition of Nuformix Limited
Placing of New Ordinary Shares
Approval of a Waiver of obligation under Rule 9 of the City Code
on Takeovers and Mergers
Notice of General Meeting
Publishing and Posting of the Prospectus
Levrett plc, a Company formed to acquire a target company in the
pharmaceutical and biotechnology sector, is pleased to announce
that it has entered into a conditional agreement to acquire the
entire issued share capital of Nuformix Limited ("Nuformix") for a
total consideration of GBP12,000,000 to be settled through the
issuance of new ordinary shares in the Company at a price of 4
pence per share (the "Acquisition"), subject to Shareholders'
approval and Re-admission (as defined below). In addition, the
Company is today announcing the Placing, under which it has issued
57,500,000 Placing Shares at 4p per share, raising GBP2.3 million,
conditional, inter alia, upon Re-Admission.
Nuformix Summary
Nuformix is a UK incorporated pharmaceutical development company
using cocrystal technology to unlock the therapeutic potential of
approved small molecule drugs. It has discovered, developed and
patented novel cocrystal forms of approved small molecules,
creating an IP portfolio containing 14 granted patents covering
cocrystal forms of five small molecule drugs. It has identified two
drug cocrystals that the Directors and Directors on Admission
believe represent stand-out commercial and therapeutic promise and
is seeking to progress these programmes to human pharmacokinetic
(PK) studies, funded by the Placing:
NXP001:
-- NXP001 is based on a currently marketed treatment in the
field of oncology supportive care, which addresses some of the
severe side effects faced by cancer patients in their
treatment.
-- It provides entry into the large and growing oncology
supportive care market, currently estimated at GBP17.5 billion per
annum, rising to GBP23.5 billion in 2021.
NXP002:
-- NKP0002 is based on a known drug for the treatment of
allergies. In this case, Nuformix seeks to reprofile the drug to
treat a range of fibrotic conditions, which can occur in organs
such as the lungs, liver or heart.
-- NXP002 provides a route into the large, emerging fibrosis
market, currently estimated at over $1 billion in the US for lung
fibrosis alone, with a safe and innovative treatment.
-- The Directors and Directors on Admission believe that there
is high unmet need in an exponentially growing and critically ill
patient population and strong potential for early out-licensing
given the potential to treat a breadth of fibrotic conditions.
Nuformix Strategy
The Directors and Directors on Admission believe that approved
drugs offer the potential to generate significant value in new
therapeutic uses, as proven safety reduces development risk/cost
and increases speed to clinic/market versus traditional biotech
models. Nuformix's strategy seeks to harnesses these strategic
advantages:
-- Identify known drug molecules with the potential to function
as innovative therapies for unmet medical needs
-- Use cocrystal technology to protect and enable such molecules
towards new commercially attractive product opportunities
-- Lower-risk human studies will provide validation to support
out-licensing and further development by pharmaceutical
partners
-- A balanced pipeline combines assets for early out-licensing
with those offering significant mid-term partnering potential
-- Early licensing revenues allow Nuformix to self-fund future
discovery and development and build greater value into our
pipeline
Development Pipeline
The Enlarged Group intends to use cocrystal technology as
applied to pharmaceutical development both for:
-- Innovative Generics: Deliver a material benefit to an
existing drug in its existing use, such that therapeutic and
commercial advantages are created (e.g. reduction of side
effects)
-- Drug Reprofiling: Creating novel uses for existing drug
molecules in areas of unmet need that would not be possible for the
pure drug form.
The Directors and Directors on Admission believe that this
approach will allow re-use of existing safety data, reducing the
time and cost of achieving clinical proof-of-concept and increasing
success rates versus traditional biotech models.
Nuformix has completed research partnerships with Vectura
Limited ("Vectura") (LSE:VEC) and Magnus Oxygen Limited ("Magnus").
Patents have been filed as a result of collaborative research in
each partnership.
Commenting on the proposed acquisition, John Lidgey, Independent
Director of Levrett, said: "I am delighted to announce the proposed
acquisition of Nuformix which has developed leading edge technology
and IP in pharmaceutical co-crystallisation. The Directors of
Levrett believe that Nuformix operates in a very exciting field
within the global pharmaceutical arena, with an outstanding
management team and great potential. I believe that this
acquisition is line with Levrett's stated acquisition strategy and
that it represents a very strong proposition for our
shareholders."
Dan Gooding, Chief Executive of Nuformix, said: "The Nuformix
team is delighted to reach agreement on the Acquisition. We are
proud of our intellectual property portfolio and believe that our
two lead cocrystal programmes offer great commercial and
therapeutic promise. We see considerable benefits in becoming a
listed company and the funds raised through this placing will
facilitate the clinical development of NXP001 and NXP002. Cocrystal
technology allows us to uniquely and robustly protect, enable and
differentiate the resulting products. We'll continue to add to our
IP portfolio and pre-clinical validation also funded by the placing
will support future entries to the Nuformix pipeline."
For further information please contact:
Levrett plc
John Lidgey - Chairman +44 (0)20 7183 4342
Whitman Howard Limited
Financial Advisor to
Levrett
Nick Lovering +44 (0)20 7659 1234
Gable Communications +44 (0)20 7193 7463
Ltd
Financial Public Relations levrett@gablecommunications.com
John Bick
Justine James
Nuformix Limited
Dan Gooding - Chief
Executive Officer +44 (0)1223 423 667
Background
Levrett was admitted to trading on the standard listing segment
of the Main Market of the London Stock Exchange on the 17 December
2015 with the intention to acquire one or more existing businesses,
ideally with significant intellectual property in the
pharmaceutical and biotechnology sectors. The Directors have
focused on categories of serious illness that they believed would
benefit from technological advances in diagnosis and treatment such
as cancer, cardio vascular disease and respiratory diseases.
Information on Nuformix - www.nuformix.com
Since its inception, Nuformix has focussed on utilising
cocrystal technology to discover, develop and patent cocrystal
forms of existing small molecule drugs. Nuformix has created a
patent portfolio that currently contains granted patents covering
all cocrystal forms of five small molecule drugs.
Nuformix has conducted various pre-clinical studies that the
Directors and Directors on Admission believe demonstrate how its
patent-protected cocrystal drug forms offer therapeutic and
commercial advantages when compared to the currently marketed drug
form.
Nuformix has identified two drug cocrystals from its portfolio
that represent stand-out commercial and therapeutic promise and is
seeking to progress these programmes to human pharmacokinetic (PK)
studies, to be funded by the Placing.
Reasons for the Acquisition and the Enlarged Group's
Strategy
Levrett has been focused on four specific strategic sectors,
being; Oncology, Diabetes, Obesity and Mental Health to identify
businesses, assets and/or projects that are available at attractive
valuations and hold opportunities to unlock embedded value. The
Directors identified a number of potential acquisition targets and
have drawn on the expertise of a number of key scientific advisors
to review these targets. Following technical, financial and legal
due diligence, the Directors believe that Nuformix represents the
most suitable acquisition target for the Company at this time.
In view of the size and nature of the acquisition of Nuformix,
the Acquisition will constitute a Reverse Takeover under the
Listing Rules, because the vendors of the business acquired will
hold a substantial part of the enlarged equity and its management
will comprise a majority of the Nuformix Directors.
The Enlarged Group - Strategy
The Enlarged Group's strategy centres on three specific
activities:
NXP001
Firstly, the Enlarged Group will conduct a human PK study for
its first lead product, NXP001, in which it will demonstrate the
utility of its patented cocrystal drug form to achieve
bioequivalence to a currently marketed treatment in oncology
supportive care.
Despite expiration of intellectual property protecting the drug
molecule, the creation of a bioequivalent product is currently
highly technically challenging. Formulation intellectual property,
which remains valid until 2027, robustly protects certain
approaches.
Following Re-Admission of the Enlarged Group, the Company,
intends to demonstrate NXP001's potential for bioequivalence in
humans within months of Re-Admission. Following this process the
Enlarged Group will seek to out-license NXP001 to a global
pharmaceutical company, with current products and infrastructure in
the oncology supportive care sector.
The Directors and Directors on Admission believe that the future
licensee will conduct all further requirements in order to achieve
market approval for NXP001.
NXP002
Within 18 months of Re-Admission, the Enlarged Group also
intends to conduct a human PK study for its second lead product,
NXP002, in which it will aim to demonstrate the utility of its
patented cocrystal drug form to achieve effective and consistent
oral delivery of NXP002, which is not currently possible.
In addition, the Company aims to conduct further pre-clinical
studies in parallel to further support future use of NXP002 in
fibrosis, which has already been validated by completed Nuformix
pre-clinical work. The results of the parallel pre-clinical
programme will assist in developing the strategy for follow-on
clinical development of NXP002 and support Nuformix as it seeks to
out-license the asset at this stage.
The Directors and Directors on Admission believe that there is
considerable commercial appetite for out-licensing early-stage
assets with potential in fibrosis, as demonstrated by recently
completed out-licensing transactions in the pharmaceutical and
biotech sector. However, the Directors and Directors on Admission
believe that anti-fibrotic treatments that have demonstrated
clinical efficacy in humans can command far greater values in
out-licensing transactions. Therefore, depending on the outcome of
the clinical and pre-clinical programmes for NXP002, the Enlarged
Group may seek to complete a human Phase IIa trial (human
proof-of-concept study) at a later stage in a fibrotic condition in
order to build far greater value into the NXP002 asset and create
the possibility to complete a significant out-licensing
transaction.
The Directors and Directors on Admission believe that such
follow-on clinical development could be self-funded by reinvesting
income expected to be obtained from the out-licensing of NXP001.
For avoidance of doubt, the Net Proceeds will not fund any
activities towards a Phase II a trial for NXP002. Such activities
would not commence during the first 18 month period.
Discovery Pipeline
Finally, the Enlarged Group will conduct further discovery and
development activities, securing intellectual property for new
cocrystal assets. A selection of assets including NXP003, which is
at a much earlier stage of development than either NXP0001 or
NXP0002, will in the Directors' and Directors on Admission's
opinion, potentially target a mechanism understood to confer
resistance to immune oncology, chemotherapy and radiotherapy cancer
treatments, will be further validated in a series of pre-clinical
studies to demonstrate their therapeutic and commercial
potential.
The Enlarged Group will have the option to self-fund the further
development of new assets by reinvesting income from the
out-licensing of NXP001 (and potentially NXP002) prior to
completing further out-licensing transactions for new assets
developed as a result of these activities.
The Directors and Directors on Admission believe that Nuformix
may generate significant revenues from licensing fees, which may be
received in the form of immediate upfront payment, future
development milestones and eventual sales royalties.
Clinical validation of its NXP001 and NXP002 assets, in addition
to securing and validating further cocrystal assets may also place
the Company in a robust position to complete a trade sale with a
larger pharmaceutical company.
Directors and Senior Management
Upon completion of the Acquisition, the Existing Directors (save
for John Lidgey) will resign from the Board and the four Proposed
Directors will be appointed to the Board. Accordingly, the Board of
Directors on Admission will be:
David Joszef Tapolczay - Non-Executive Chairman
Daniel Gooding - Chief Executive Officer
Joanne Holland - Chief Scientific Officer
Kirk Siderman-Wolter - Finance Director
John Lidgey - Non-Executive Director
About Cocrystallisation
Pharmaceutical cocrystallisation is a scientific process that
allows the physical properties of a drug
substance to be uniquely amended, with a view to achieving one
or more of the following:
-- Solving problems that relate to poor drug physical
properties, which currently prevent or limit
optimal use;
-- Using enhanced/optimised physical properties to create
advantageous drug products (e.g
reducing side effects, creating new, or improving existing
delivery options, creating physical
property options that allow a drug to be used in a new disease);
or
-- Creating new IP to protect drug cocrystals for future
development, or to circumvent any
'blocking' IP.
When successful, cocrystallisation of a drug molecule and
manipulation of its physical properties can
lead to one or more of the following:
-- increased effectiveness of the cocrystallised drug;
-- the establishment of new methods of delivery for the drug
molecule; or
-- opportunities to use the drug cocrystal to treat unmet needs
in new diseases that were not previously possible.
The development of drugs through cocrystallisation has
significant benefits compared to more
traditional methods of drug development. Specifically,
Nuformix's approach uses only existing drug
molecules, which have a history of safe use. This proven history
reduces development risks, costs and time and has an abbreviated
regulatory pathway to obtain faster market approval.
The process of cocrystallisation involves combining two or more
small molecule substances, such that
the molecules in each substance crystallise together at a
molecular level, as opposed to existing in their pure form. In
Nuformix's application of cocrystallisation, with a view to
creating innovative pharmaceutical products, a drug molecule is
cocrystallised with a second inert molecule (e.g. a known
pharmaceutical excipient), termed as a coformer.
The resulting new substance contains very precise ratios of drug
and coformer molecules. The drug molecule itself has not been
chemically modified and therefore can still be treated from a
regulatory perspective as if it were the original pure drug.
Simply, the crystal form in which it exists has been re
engineered such that it now includes a second inert molecule with a
history of pharmaceutical use:
-- The first advantage is that this change gives the resulting
new two component substance novel and unique physical properties,
which can be leveraged to create new and advantageous
pharmaceutical products.
-- The second advantage is that for those molecules that will
form cocrystals, new intellectual property is created, protecting
the resulting novel cocrystal forms. Therefore, where successful,
cocrystallisation provides new opportunities to develop innovative
treatments using existing drugs that would otherwise not be
possible.
The acquisition of Nuformix, which is in line with the Company's
investment strategy, if completed, will constitute a Reverse
Takeover under the Listing Rules because of the size of Nuformix in
relation to that of the Company and the fact that it will give rise
to a fundamental change to the business, board composition and
voting control of the Company resulting in the Company becoming an
operating company.
Accordingly, the Company has today published a prospectus (the
"Document" or the "Prospectus") in relation to, inter alia, the
Acquisition and Re-Admission to listing of its Enlarged Share
Capital to the standard listing segment of the Official List and to
trading on the London Stock Exchange's Main Market
("Re-Admission").
As indicated in the Prospectus, the Company is seeking
Shareholders' approval for the Reverse Takeover despite this not
being a specific requirement of the Listing Rules. Shareholder
approval is also required under the Takeover Code to approve the
Code Waiver. Following the implementation of the Proposals, certain
Shareholders of the Enlarged Group who are deemed to be acting in
concert, the Concert Party, will in aggregate hold 300,000,000
Ordinary Shares representing 65.11 per cent. of the Enlarged Share
Capital. The Concert Party comprises the Nuformix shareholders,
being Alan Chorlton, Christopher Frampton, CPI Innovation Services
Limited, Spreadex Ltd, Daniel Gooding, David Tapolczay, Joanne
Holland and Stephen Cash.
Without the waiver of the obligation under Rule 9 of the City
Code, issue of the Consideration Shares would require the members
of the Concert Party to make a general offer for the entire issued
and to be issued share capital of the Company not already held by
them. The Panel has agreed with the Company to grant such a waiver,
subject to the passing at the General Meeting by Independent
Shareholders (being Shareholders other than the members of the
Concert Party) of the Whitewash Resolution, to be taken on
poll.
Accordingly, a General Meeting of the Company, to be held at
12.00 p.m. on 13 October 2017 at the offices of Shakespeare
Martineau LLP at 60 Gracechurch Street, London, EC3V 0HR, is being
convened at which resolutions will be proposed, inter alia, to
approve the Acquisition, the issue and allotment of the
Consideration Shares, the Placing Shares, the Success Fee Shares,
Convertible Loan Note Shares and the Whitman Howard Fee Shares,
issue of the Options, Whitman Howard Warrants, Shakespeare
Martineau Warrants, Convertible Loan Note Warrants and Existing
Director Warrants and the Code Waiver. The Resolutions are set out
in full in the notice of the General Meeting summarised below in
Appendix 2.
The Prospectus has been approved by the UK Listing Authority and
is available for inspection at the Financial Conduct Authority's
National Storage Mechanism which can be accessed from
www.morningstar.co.uk/uk/NSM. The Prospectus is also available on
the Company's website http://www.levrett.com/investors and hard
copies are available free of charge from the registered office of
the Company, Suite 31, Second Floor, 107 Cheapside, London EC2V
6DN.
Should the Proposal be approved at the Company's General Meeting
and the Acquisition and Placing completed, it is expected that the
existing listing on the standard listing segment of the Official
List and trading in the Existing Ordinary Shares on the London
Stock Exchange's Main Market, will be cancelled at 8.00 a.m. on 16
October 2017 and the Re-Admission is expected to become effective
and dealings in the Ordinary Shares to commence on the London Stock
Exchange at 8.00 a.m. on 16 October 2017. Further details of the
Acquisition and Placing, as well as the Notice of General Meeting
to approve the Waiver are contained in the Appendices to this
announcement. Capitalised terms in this announcement are as defined
in the Prospectus unless the context otherwise requires.
List of Appendices:
1. The Code Waiver and the Placing
2. Notice of General Meeting
3. Important Information
4. Forward-looking Information
5. Expected Timetable, Statistics, Dealing Codes
Appendix 1
Further details of the Code Waiver and Placing
Rule 9 of the Takeover Code
The Acquisition, and in particular the issue by the Company of
the Consideration Shares to the Sellers, gives rise to certain
considerations under the City Code. Brief details of the Panel, the
Takeover Code and the protections they afford are set out
below.
The Takeover Code is issued and administered by the Panel. The
Takeover Code applies to all takeover and merger transactions,
however effected, where the Company is, inter alia, a listed or
unlisted public company resident in the United Kingdom, Channel
Islands or Isle of Man. The Company is such a company and its
Shareholders are entitled to the protections afforded by the
Takeover Code and its provisions.
Under Rule 9 of the City Code, a person who acquires, whether by
a series of transactions over a period of time or not, an interest
in shares which (taken together with securities in which he is
already interested and 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 Takeover Code, the 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, is interested 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
in cash and at the highest price paid by the person required to
make an 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 Takeover Code, a "concert party" arises, inter alia,
when persons who, pursuant to an agreement or understanding
(whether formal or informal), co-operate, to obtain or consolidate
control of that company. Under the Takeover Code, control means an
interest, or interests, in shares carrying in aggregate 30 per
cent. or more of the voting rights of a company, irrespective of
whether such interest or interests give de facto control. In this
context, voting rights means all the voting rights attributable to
the capital of the company which are currently exercisable at a
general meeting. The Takeover Code also states that shareholders in
a private company who sell their shares in that company in
consideration for the issue of new shares in a company to which the
Code applies, will be presumed to be acting in concert with the
company of which they are a shareholder. Accordingly for the
purposes of the Takeover Code, the Nuformix Shareholders, together
with their respective Connected Persons and other parties acting in
concert with them, form the Concert Party.
On completion of the Acquisition, the Concert Party will hold
more than 50 per cent. of the voting share capital of the Company
and may be able to increase its aggregate shareholding in the
Company without incurring any obligations 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 his 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, individual
members of the Concert Party will not be able to increase their
percentage shareholding through or between a Rule 9 threshold
without the consent of the Panel. In the event that the Waiver is
approved at the General Meeting, the Concert Party (or its
Connected Persons or other persons acting in concert with it) will
not be restricted from making an offer for the Company.
Maximum potential controlling position
As at the date of the Prospectus the members of the Concert
Party have no interest in the Company's Existing Ordinary
Shares.
Following completion of the Acquisition and on Re-Admission the
members of the Concert Party will, in aggregate, be interested in
300,000,000 Ordinary Shares in the Company representing 65.11 per
cent. of the Enlarged Share Capital. Should the Concert Party
exercise in full all Options held by them, its aggregate interest
in the Diluted Enlarged Share Capital would be 70.93 per cent. The
interest of the Concert Party on completion of the Proposals will
be as follows:
Concert Number Percentage Number Percentage Number Percentage
Party Member of of Existing of Shares of Enlarged of Options of the
Existing Ordinary held Share Diluted
Ordinary Shares on completion Capital Enlarged
Shares of the Share
Acquisition Capital*
----------------- ---------- ------------- --------------- ------------- ------------ -----------
David Tapolczay 0 0 45,000,000 9.77% 18,430,000 11.47%
----------------- ---------- ------------- --------------- ------------- ------------ -----------
Daniel Gooding 0 0 37,500,000 8.14% 36,860,000 13.45%
----------------- ---------- ------------- --------------- ------------- ------------ -----------
Alan Chorlton 0 0 42,000,000 9.12% - 7.60%
----------------- ---------- ------------- --------------- ------------- ------------ -----------
Joanne Holland 0 0 37,500,000 8.14% 36,860,000 13.45%
----------------- ---------- ------------- --------------- ------------- ------------ -----------
Christopher
Frampton 0 0 9,000,000 1.95% - 1.63%
----------------- ---------- ------------- --------------- ------------- ------------ -----------
Stephen
Cash 0 0 2,100,000 0.46% - 0.38%
----------------- ---------- ------------- --------------- ------------- ------------ -----------
CPI Innovation
Services
Limited 0 0 62,700,000 13.61% - 11.34%
----------------- ---------- ------------- --------------- ------------- ------------ -----------
Spreadex
Ltd 0 0 64,200,000 13.93% - 11.61%
----------------- ---------- ------------- --------------- ------------- ------------ -----------
TOTALS 0 0 300,000,000 65.11% 92,150,000 70.93%
----------------- ---------- ------------- --------------- ------------- ------------ -----------
* This column assumes that members of the Concert Party exercise
all of their Options but that none of the Founder Warrants, EGR
Warrants, Whitman Howard Warrants, Shakespeare Martineau Warrants,
Existing Director Warrants or the Convertible Loan Note Warrants
and Shares are exercised and/or issued. The maximum potential
ownership of the Enlarged Group by the Concert Party is therefore
70.93 per cent.
The Panel on Takeovers and Mergers has agreed to waive the
obligation of the members of the Concert Party to make a general
offer that would otherwise arise as a result of the acquisition of
Consideration Shares pursuant to the Share Purchase Agreement or
upon any subsequent exercise of the Options to subscribe for
Ordinary Shares, which have been granted to them as described in
the paragraph above. Accordingly, the Whitewash Resolution seeks to
waive the requirement under Rule 9 of the Takeover Code that the
Concert Party having acquired a shareholding and percentage of
Voting Rights exceeding 30 per cent., must make a general cash
offer to all the remaining Shareholders to acquire their shares. In
accordance with the Takeover Code, the Whitewash Resolution is
being proposed at the General Meeting to approve this Waiver and
will be taken on poll. No member of the Concert Party will be
entitled to vote on the Whitewash Resolution and accordingly no
member of the Concert Party will do so. The Panel confirmation to
waive the obligation of the Concert Party under Rule 9 has been
given on the basis that the consequences of such an exercise have
been fully disclosed in the Prospectus.
Intention of the Concert Party and lock-in agreements
The Company is currently a listed public company with a cash
balance of GBP5,895 as at 31 March 2017. Following completion of
the Proposals, the business of the Company will constitute that of
Nuformix's business and will be run from Company's offices at 5
Edinburgh House, St Johns Innovation Park, Cowley Road, Cambridge
CB4 0DS, UK. The Enlarged Group will focus on pharmaceutical
research and development, specifically the application of cocrystal
technology to develop innovative pharmaceutical products that
address unmet medical needs. The Concert Party considers that its
strategic plans will have no repercussions on the location of
Nuformix's place of business. The Company has no fixed assets. The
Company has two employees whose employment contracts will be
terminated on completion of the Acquisition. The Company has a
service agreement in place in respect of an office. Notice has been
given to terminate the service agreement. As such, the Concert
Party is also not intending to prejudice the existing employment
rights, including pension rights, of any of the employees or
management of the Enlarged Group nor to take any steps to amend the
Company's share trading facilities in force at the date of the
Prospectus.
Although it is not mandatory in respect of companies listed on
the standard listing segment of the Official List to do so, the
members of the Concert Party have entered into Lock-in Agreements
dated 15 September 2017, which govern the acquisition and disposal
and dealings in certain Ordinary Shares following Re-Admission by
members of the Concert Party. Further details of the Lock-in
Agreements are set in the Prospectus.
The only Independent Director, Professor John Lidgey, who will
be able to vote on the Whitewash Resolution (Resolution 3), has
irrevocably committed to the Company and Whitman Howard to vote in
favour of all the Resolutions, including the Whitewash Resolution,
in respect of his holding of 1,000,000 Existing Ordinary Shares
representing 1.04 per cent. of the Existing Share Capital. Mr
Anthony Reeves and Mr Pascal Hughes, being the other Existing
Directors, will not be permitted to vote on the Whitewash
Resolution due to being issued Existing Director Warrants and/or
Success Fee Shares and accordingly they have irrevocably committed
to the Company and Whitman Howard to vote in favour of the other
Resolutions, in respect of their (and their connected persons)
aggregate holdings of 6,750,000 Existing Ordinary Shares
representing approximately 7.05 per cent. of the Existing Ordinary
Shares.
Placing
The Company has issued 57,500,000 Placing Shares at 4p per share
conditional, inter alia, upon Re-Admission occurring and becoming
effective by 8.00 a.m. London time on or prior to 16 October 2017
(or such later date as the Company may agree). The rights attaching
to the Ordinary Shares will be uniform in all respects and all of
the Ordinary Shares will form a single class for all purposes.
Proposed Share Options
Subject to the approval of the Shareholders the Company intends
to grant the Unapproved Options to Daniel Gooding, Joanne Holland
and David Tapolczay as more particularly detailed in the
Document.
The Company also intends to establish an EMI Option Scheme on
the terms described in the Document.
Appendix 2
Notice of General Meeting
The Company gives notice convening a general meeting which will
be held at the offices of Shakespeare Martineau LLP, 60 Gracechurch
Street, London EC3V 0HR on 13 October 2017 at 12.00 p.m. (or any
adjournment thereof) for the purpose of:
(a) considering in accordance with section 656 of the Companies
Act 2006 whether any, and if so what, steps should be taken to deal
with the situation that the net assets of the Company currently
represent less than half of its called-up share capital; and
(b) considering and, if thought fit, passing the following
resolutions, the first five of which will be proposed as ordinary
resolutions (with the third being taken on a poll) and the
remaining two resolutions which will be proposed as a special
resolutions.
Ordinary Resolutions
Resolution 1: to approve the Acquisition, subject to the passing
of each of the other Resolutions.
Resolution 2: to authorise the Directors to issue and allot
equity securities (as defined by section 560 of the Companies Act
2006) up to an aggregate nominal amount of GBP519,250.00, subject
to the passing of each of the other Resolutions.
Resolution 3: (which will be taken on a poll of Independent
Shareholders present and by proxy voting at the Meeting) to approve
the Waiver of any obligation which might otherwise arise under Rule
9 of the City Code for the Concert Party to make a general offer
for the Company as a result of the Acquisition and/or any valid
exercise of Options and/or Warrants (Shareholders should note that
members of the Concert Party will not be permitted to vote on this
Resolution 3), subject to passing of each of the other
Resolutions.
Resolution 4: to approve the issue of Options, Whitman Howard
Warrants, Shakespeare Martineau Warrants and Existing Director
Warrants, subject to the passing of each of the other
Resolutions.
Special Resolutions
Resolution 5: to change the name of the Company to Nuformix Plc
on completion of the Acquisition and Placing, subject to the
passing of each of the other Resolutions.
Resolution 6: to disapply statutory pre-emption rights in
respect of the issue and allotment for cash of Ordinary Shares
pursuant to (a) the New Ordinary Shares, Consideration Shares,
Success Fee Shares, Convertible Loan Note Shares and Whitman Howard
Fee Shares and (b) valid exercise of the Options and (c) valid
exercise of the Whitman Howard Warrants, Shakespeare Martineau
Warrants, Convertible Loan Note Warrants and Existing Director
Warrants and (d) in addition, up to a further 46,075,000 Ordinary
Shares, subject to the passing of each of the other
Resolutions.
Actions to be taken in relation to the General Meeting
Shareholders will find enclosed a form of proxy for use at the
General Meeting. Whether or not you intend to be present at the
General Meeting, you are requested to complete and return the form
of proxy in accordance with the instructions printed therein so as
to be received as soon as possible by the Company to Capita Asset
Services, PXS1, 34 Beckenham Road, Beckenham, BR3 42F but, in any
event, so that it is received no later than 12.00 p.m. on 11
October 2017. The completion and return of a form of proxy will not
preclude you from attending and voting in person at the meeting, if
you so wish.
Recommendation
John Lidgey, being the Independent Director, is of the opinion
that the Proposals are in the best interest of Shareholders and the
Company as a whole. Accordingly, the Independent Director
recommends that Shareholders vote in favour of each of the
Resolutions.
John Lidgey, being the Independent Director, having been so
advised by Whitman Howard, believes that the Whitewash Resolution
and the Proposals as a whole are fair and reasonable and in the
best interest of the Independent Shareholders and the Company as a
whole. In providing advice, Whitman Howard has taken into account
the Independent Director's commercial assessment. Accordingly, the
Independent Director recommends that the Independent Shareholders
vote in favour of the Whitewash Resolution to approve the Rule 9
Waiver. It should be noted that the other Existing Directors are
not treated as independent and will not be voting on the Whitewash
Resolution (Resolution 3).
Appendix 3
Important Information
The information contained in this announcement is not for
release, publication or distribution to persons in the United
States, Australia, Canada or Japan or in any jurisdiction where to
do so would breach any applicable law. No public offer of
securities is being made by virtue of this announcement.
This announcement has been prepared for the purposes of
complying with the applicable law and regulation of the United
Kingdom and the information disclosed may not be the same as that
which would have been disclosed if this announcement had been
prepared in accordance with the laws and regulations of any
jurisdiction outside of the United Kingdom.
Neither the content of the Company's website (or any other
website) nor any website accessible by hyperlinks on the Company's
website (or any other website) is incorporated in, or forms part
of, this announcement.
Any person receiving this announcement is advised to exercise
caution in relation to the contents. If in any doubt about any of
the contents of this announcement, independent professional advice
should be obtained.
Whitman Howard Limited ("Whitman Howard"), which is authorised
and regulated by the Financial Conduct Authority in the conduct of
investment business, is acting exclusively for the Company and for
no-one else in connection with the Acquisition, Placing and
Re-Admission and will not be responsible to anyone other than the
Company for providing the protections afforded to customers of
Whitman Howard or for providing advice in relation to the contents
of the Prospectus or any matter referred to in it.
Whitman Howard is not making any representation, express or
implied, as to the contents of the Prospectus, for which the
Company, the Existing Directors and the Proposed Directors are
solely responsible. Without limiting the statutory rights of any
person to whom the Prospectus is issued, no liability whatsoever is
accepted by Whitman Howard for the accuracy of any information or
opinions contained in the Prospectus or for any omission of
information, for which and the Company, the Existing Directors and
the Proposed Directors are solely responsible. The information
contained in the Prospectus has been prepared solely for the
purpose of the Acquisition, Placing and Re-Admission and is not
intended to be relied upon by any subsequent purchasers of Ordinary
Shares (whether on or off exchange) and accordingly no duty of care
is accepted in relation to them.
The Existing Directors, and to the extent different persons, the
Directors on Admission whose names appear on page 38 of the
Prospectus, and the Company accept responsibility, both
individually and collectively, for the information contained in the
Prospectus. To the best of the knowledge of the Existing Directors,
and to the extent different persons, the Directors on Admission,
and the Company (who have taken all reasonable care to ensure that
such is the case), the information contained in the Prospectus is
in accordance with the facts and contains no omission likely to
affect its import.
Each of the members of the Concert Party, whose names appear on
page 44 of the Prospectus, accept responsibility for the
information contained in the Prospectus relating to himself or
itself. To the best of the knowledge and belief of each member of
the Concert Party (who have taken all reasonable care to ensure
such is the case) the information contained in the Prospectus for
which they are responsible is in accordance with the facts and
contains no omission likely to affect its import.
Appendix 4
Forward-looking statements
The Prospectus includes statements that are, or may be deemed to
be, "forward-looking statements". In some cases, these
forward-looking statements can be identified by the use of
forward-looking terminology, including the terms "targets",
"believes", "estimates", "anticipates", "expects", "intends",
"may", "will", "should" or, in each case, their negative or other
variations or comparable terminology. They appear in a number of
places throughout the Document and include statements regarding the
intentions, beliefs or current expectations of the Company and the
Board concerning, among other things: (i) the Company's objective
and financing strategies, results of operations, financial
condition, capital resources, prospects, capital appreciation of
the Ordinary Shares and dividends; and (ii) future deal flow and
implementation of active management strategies. By their nature,
forward-looking statements involve risks and uncertainties because
they relate to events and depend on circumstances that may or may
not occur in the future. Forward looking statements are not
guarantees of future performances. The Company's actual
performance, results of operations, financial condition,
distributions to shareholders and the development of its financing
strategies may differ materially from the forward-looking
statements contained in the Prospectus. In addition, even if the
Company's actual performance, results of operations, financial
condition, distributions to shareholders and the development of its
financing strategies are consistent with the forward-looking
statements contained in the Prospectus, those results or
developments may not be indicative of results or developments in
subsequent periods.
Prospective investors should carefully review the "Risk Factors"
section of the Prospectus for a discussion of additional factors
that could cause the Company's actual results to differ materially,
before making an investment decision. For the avoidance of doubt,
nothing in this paragraph constitutes a qualification of the
working capital statement contained in paragraph 9 of Part VII of
the Prospectus (Additional Information).
Forward-looking statements contained in the Prospectus apply
only as at the date of the Prospectus. Subject to any obligations
under Listing Rules, the Disclosure and Transparency Rules and the
Prospectus Rules, the Company undertakes no obligation publicly to
update or review any forward-looking statement, whether as a result
of new information, future developments or otherwise.
Appendix 5:
Expected Timetable of Principal Events
Publication of the Prospectus 15 September 2017
Latest time and date for receipt 12.00 p.m. on 11
of Forms of Proxy for the General October 2017
Meeting
General Meeting 12.00 p.m. on 13
October 2017
Completion of Acquisition 13 October 2017
Issue of Consideration Shares 13 October 2017
Issue of Placing Shares 13 October 2017
Cancellation of trading of Existing 8.00 a.m. on 16
Ordinary Shares October 2017
Re-Admission of the Enlarged 8.00 a.m. on 16
Share Capital effective and October 2017
commencement of dealings in
Ordinary Shares
Dispatch of definitive share Within ten Business
certificates for Consideration Days of allotment
Shares and Placing Shares
1. All times shown in the Prospectus are London GMT times unless
otherwise stated. The dates and times given are indicative only and
are based on the Company's current expectations and may be subject
to change. If any of the times and/or dates above change the
revised times and/or dates will be notified to Shareholders by
announcement through the Regulatory News Service of the London
Stock Exchange.
2. If the General Meeting is adjourned, the latest time and date
for receipt of Forms of Proxy for the adjourned meeting will be
notified to Shareholders by announcement through the Regulatory
News Service of the London Stock Exchange.
Statistics
Total number of Existing Ordinary
Shares as at the date of the
Prospectus 95,750,000
Number of Consideration Shares
to be issued pursuant to the
Acquisition 300,000,000
Number of Placing Shares to
be issued conditional on, inter
alia, Re-Admission 57,500,000
The Enlarged Share Capital following
completion of the Transactions 460,750,000
Number of Consideration Shares 65.11 per cent.
to be issued pursuant to the
Acquisition as a percentage
of the Enlarged Share Capital
Number of Placing Shares to 12.48 per cent.
be issued pursuant to the Placing
as a percentage of the Enlarged
Share Capital
Estimated expenses of the Re-Admission, GBP461,000
Placing and Acquisition
Estimated Net Proceeds receivable GBP1,830,000
by the Company
Closing Price 3.50p
Market capitalisation of the GBP3,351,250
Company at the Closing Price
Dealing codes:
ISIN: GB00BYW79Y38
SEDOL: BYW79Y3
EPIC/TIDM: LVRT
This information is provided by RNS
The company news service from the London Stock Exchange
END
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