TIDMVENN
RNS Number : 7491B
Venn Life Sciences Holdings PLC
11 June 2019
THIS ANNOUNCEMENT, AND THE INFORMATION CONTAINED HEREIN, IS
RESTRICTED AND NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE
UNITED STATES OF AMERICA, CANADA, THE REPUBLIC OF SOUTH AFRICA,
AUSTRALIA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE,
PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT
CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION,
OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE
OR DISPOSE OF ANY SECURITIES IN VENN LIFE SCIENCES HOLDINGS PLC OR
ANY OTHER ENTITY IN ANY JURISDICTION. NEITHER THIS ANNOUNCEMENT NOR
THE FACT OF ITS DISTRIBUTION SHALL FORM THE BASIS OF, OR BE RELIED
ON IN CONNECTION WITH, ANY INVESTMENT DECISION IN RESPECT OF VENN
LIFE SCIENCES HOLDINGS PLC.
11 June 2019
Venn Life Sciences Holdings Plc
("Venn Life Sciences" or the "Company")
Placing of 80,357,142 new Ordinary Shares at 5.6 pence per share
to raise GBP4.5 million before expenses
Posting of Admission Document, Circular and Notice of General
Meeting
Further to the announcement of 10 May 2019 of the conditional
acquisition of Open Orphan DAC ("Open Orphan") and proposed
fundraise, Venn Life Sciences, an Integrated Drug Development
Partner offering a combination of drug development expertise and
clinical trial design and management to pharmaceutical,
biotechnology and medical device organisations, announces that it
has successfully raised GBP4.5 million before expenses (the
"Placing"). The Acquisition, Placing and required Rule 9 Waiver
under the UK Takeover Code (the "Proposals") require shareholder
consent as outlined below.
The Placing
The Company has conditionally raised GBP4.5 million (before
expenses) by the proposed issue of 80,357,142 new Ordinary Shares
at the Placing Price of 5.6 pence per Ordinary Share. The Placing
Shares will represent approximately 32% of the Enlarged Share
Capital at Admission.
The Company and Arden have today entered into the Placing
Agreement, pursuant to which Arden has agreed to use its reasonable
endeavours to procure subscribers for the Placing Shares on behalf
of the Company.
The Placing is conditional, inter alia, upon the Placing
Agreement becoming unconditional and not having been terminated in
accordance with its terms prior to Admission occurring.
The placing Shares are in addition to the 101,740,969 new
Ordinary shares to be issued at a price of 5.6 pence per Ordinary
Share as part of the conditional acquisition of Open Orphan.
The Independent Directors, being Michael Ryan and Christian
Milla, having been so advised by Cairn Financial Advisers LLP,
consider the Proposals to be fair and reasonable and in the best
interests of the Company and Shareholders as a whole. In providing
advice to the Independent Directors, Cairn Financial Advisers LLP
has taken account of the Independent Directors' commercial
assessments.
Publication of Admission Document, Circular, General Meeting and
Admission
The Company has today published its Admission Document and a
Circular with a notice convening a General Meeting and they are
available to view on its website at vennlifesciences.com/investors.
The Admission Document and Circular convening a General Meeting
will be posted to Shareholders later today. The Ordinary Shares
were suspended from trading on AIM and Euronext Growth on 10 May
2019 pending publication of an Admission Document following the
announcement of conditional acquisition classified as a reverse
takeover under the AIM Rules and Euronext Growth Rules. With the
publication of the Admission Document today, trading in the
Company's Ordinary Shares on AIM will be restored at 7.30 a.m.
today.
The General Meeting to approve the Resolutions in relation to
the Acquisition, waiver of obligations of the Open Orphan Concert
Party to make a mandatory offer for the Company pursuant to Rule 9
of the City Code on Takeovers and Mergers and the Placing will be
held at 9.30 a.m. on 27 June 2019 at the offices of DAC Beachcroft
LLP located at 25 Walbrook, London EC4N 8AF. A summary of the
action the Shareholders should take is set out in the Circular, and
in the accompanying Form of Proxy.
Application will be made to the London Stock Exchange for the
Enlarged Share Capital to be admitted to trading on AIM and to
Euronext Dublin for the Enlarged Share Capital to be admitted to
trading on Euronext Growth. Admission of the Enlarged Share Capital
to trading on AIM and Euronext Growth is, subject to the passing of
the Resolutions and the satisfaction of all other conditions,
expected to take place on or around 28 June 2019.
Cathal Friel, Chief Executive Officer of Venn Life Sciences
said:
"The Placing will position the Company to take full advantage of
the platform created from the combination of Venn and Open Orphan.
Notwithstanding recent disposal of investment assets, the Company
has continued to carefully manage its cash reserves and the Placing
will allow the new management team, who have a strong track record,
to realise the full potential of the enlarged group. We are excited
by the growth potential as we seek to build a leading full-service,
Europe wide, high margin consultancy offering services to the
fast-growing orphan drug market."
Expected Timetable of Principal Events
2019
Posting of the Admission Document, 11 June
Circular and Form of Proxy
Latest time and date for receipt 9.30 a.m. on 25 June
of Forms of Proxy
General Meeting 9.30 a.m. on 27 June
Admission and commencement of 8.00 a.m. on 28 June
dealings of the new Ordinary Shares
New Ordinary Shares credited to As soon as possible after 8.00
CREST stock accounts a.m. 28 June
Despatch of definitive share certificates week commencing 8 July
for new Ordinary Shares
Enquiries:
Venn Life Sciences Holdings Plc Tel: +353 1 5499 341
Cathal Friel, Chief Executive Officer
Arden Partners (Nominated Adviser and Joint Broker) Tel: +44
(0)20 7614 5900
John Llewellyn-Lloyd / Ruari McGirr / Benjamin Cryer
Davy (Euronext Growth Adviser and Joint Broker) Tel: +353 (0)1
679 6363
Anthony Farrell (Corporate Finance)
Camarco (Financial PR) Tel: +44 (0)20 3757 4980
Tom Huddart / Billy Clegg / Daniel Sherwen
About Venn Life Sciences
Venn Life Sciences is an Integrated Drug Development Partner
offering a combination of drug development expertise and clinical
trial design and management to pharmaceutical, biotechnology and
medical device organisations. Venn Life Sciences has dedicated
operations in France, Germany, the Netherlands, the UK and Ireland
with partners across Europe and the US.
Further information in relation to Venn Life Sciences
www.Vennlifesciences.com
Venn Life Sciences: getintouch@Vennlife.com
Open Orphan's strategy and product offering is to develop a
market leading services platform for pharmaceutical and
biotechnology companies seeking to commercialise their products
across Europe, with a particular focus on drugs for rare diseases.
The orphan drug sector is one of the fastest growing sectors in the
global pharmaceutical industry and over 50 per cent. of all new US
FDA approved drugs coming to market are orphan drugs. As part of
this strategy, Open Orphan is building a platform that facilitates
obtaining EMA approval, or relevant local approval and pan-European
reimbursement for, the launch and commercialisation of orphan and
rare disease products. It has developed a rare disease digital
data-driven platform that forms a core element of Open Orphan's
strategy to provide comprehensive support services to the wider
orphan drug pharmaceutical industry.
Venn's existing service offerings include drug development
planning and strategy, early drug development and clinical trial
management. This should enable the Enlarged Group to assist the
developers of rare disease and orphan drug products from
pre-clinical development through clinical development and on to
commercialisation. The Directors believe that Open Orphan's
regulatory, reimbursement, launch and post-launch efficacy evidence
capabilities complement the Company's existing core business which
includes a substantial element of clinical research services to
pharmaceutical companies, many of which own orphan or rare disease
products.
The Directors therefore believe that there are opportunities for
a combination of Venn and Open Orphan to grow with demand from
pharmaceuticals companies for an integrated European focussed, rare
and orphan consulting services company. The Enlarged Group aims to
build a leading, European-focussed, rare and orphan drug consulting
services platform, building on its existing capability through
strategic and targeted acquisitions.
The Acquisition and Placing will result in an Enlarged Group
being capable of operating at a larger scale than before with the
financing available to pursue compelling growth opportunities.
Further details are set out in the Admission Document, and terms
in this announcement are as defined therein.
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
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