ESM Pre-Admission Announcement

RNS Number : 7350I

Venn Life Sciences Holdings PLC

11 December 2015

 

Pre-Admission Announcement
ESM Schedule 1

Announcement to be made by the ESM Applicant prior to admission in accordance with rule 2 of the ESM Rules for Companies
All Applicants must complete the following
Company name  Venn Life Sciences Holdings plc ("Venn Life Sciences" or the "Company")
Company registered address and if different, company trading address (including postcodes)
Registered Office: 1 Berkeley Street, London, WIJ8DJ, UK
Country of incorporation     England and Wales
Company website address containing all information required by rule 26 in the ESM Rules for Companies
http://www.vennlifesciences.com/investor-aim-rules/
Company business (including main country of operation) or, in the case of an investing company, details of its investing strategy. If the admission is sought as a result of a reverse takeover under rule 14 of the ESM Rules for Companies, this should be stated
Venn Life Sciences is a European Contract Research Organisation providing drug development, clinical trial management and resourcing solutions to pharmaceutical, biotechnology and medical device organisations. With dedicated operations in France, Germany, the Netherlands, the UK, Ireland and Europe wide representation - Venn offers clients a full spectrum of services form non-clinical through all clinical phases. Venn also has an innovation division - Innovenn - focused primarily on breakthrough development opportunities in Skin Science. Venn's current capabilities have developed through a combination of acquisitions and organic growth. Venn expects to continue to develop in this way and intends broadening it's footprint further in Europe. Venn Life Sciences is headquartered in Dublin, Ireland and has subsidiaries operating in France, Germany, the Netherlands and the UK (together the "Group").
Details of securities to be admitted including any restrictions as to transfer of securities (i.e. where known, number of shares, nominal value and issue price to which it seeks admission and the number and type to be held as treasury shares)
The total number of ordinary shares of £0.001 each ("Ordinary Shares") to be admitted to ESM is 60,239,263. The price of each Ordinary Share to be admitted to ESM is likely to reflect the prevailing share price on AIM adjusted for the prevailing €:£ exchange rate. Except as provided for by the lock-up agreement with Mr Kees Groen an Executive Director of the Company who is beneficially interested in 4,780,320 Ordinary Shares (amounting to 7.9% of the issued share capital of the Company) which are subject to a lock up period of 12 months from 16 October 2015, there are no restrictions on the transfer of securities to be admitted. Mr Groen received these Ordinary Shares as part consideration following the sale of his company, Kinesis, to Venn Life Sciences in October 2015.

Capital to be raised on admission (if applicable) and anticipated market capitalisation on admission
No capital to be raised on admission to ESM The anticipated market capitalisation of Venn Life Sciences on admission is expected to be €16 million.
Percentage of ESM securities not in public hands on admission
Approximately 89%
Details of any other exchange or trading platform to which the ex securities (or other securities of the company) are or will be admitted or traded
The Ordinary Shares were admitted to trading on the AIM market of the London Stock Exchange on 14 December 2012
Full names and functions of directors and proposed directors (underlining the first name by which each is known or including any other name by which each is known)
Mr David Evans (Non-Executive Chairman) Mr Tony Richardson (Chief Executive Officer) Mr Jonathan Hartshorn (Chief Financial Officer) Mr Michael Ryan (Non-Executive Director) Mr Paul Kennedy (Non-Executive Director) Ms Gracielle Anna Maria Beijerbacht-Schutjens (Executive Director) Mr Kees Groen (Executive Director)
Full names and holdings of significant shareholders, expressed as a percentage of the issued ordinary share capital, before or after admission (underlining the first name by which each is known or including any other name by which each is known)
Name No. of ordinary shares % of existing share capital Livingbridge VC LLP 5,263,157 8.7% Calculus Capital Limited 5,106,117 8.5% Kees Groen 4,780,320 7.9% David Newton 2,200,000 3.7%
Names of all persons to be disclosed in accordance with schedule two, paragraph (h) of the ESM Rules for Companies
N/A
i       anticipated accounting reference date            31 December
ii      date to which the main financial information in the admission document has been prepared                          N/A admission to ESM via Designated Markets Route
iii     dates by which it must publish its first three reports pursuant to Rules 18 and 19 in the ESM Rules for Companies   a.     Year ended 31 December 2015 by 29 April 2016; b.     6 months ended 30 June 2016 by 30 September 2016; and c.     Year ended 31 December 2016 by 28 April 2015.
Expected admission    18 January 2016
Name and address of ESM Adviser Davy Corporate Finance Davy House 49 Dawson Street Dublin 2 Ireland
Name and address of broker(s)
Davy Davy House 49 Dawson Street Dublin 2 Ireland Hybridan LLP 20 Ironmonger Lane London EC2V 8EP
Other than in the case of a quoted Applicant, details of where (postal or internet address) the admission document will be available from, with a statement that this will contain full details about the Applicant and the admission of its securities
N/A
Date of notification  11 December 2015
New/update (see note): New

Quoted Applicants must also complete the following

The name of the ESM designated market upon which the Applicant's securities have been traded

AIM

The date from which the Applicant's securities have been so traded

14 December 2012

Confirmation that, following due and careful enquiry, the Applicant has adhered to any legal and regulatory requirements involved in having its securities traded upon such a market or details of where there has been any breach

The Company has adhered to the legal and regulatory requirements applicable to companies admitted to trading on the AIM market of the London Stock Exchange plc.

An address or web-site address where any documents or announcements which the Applicant has made public over the last two years (in consequence of having its securities so traded) are available

http://www.vennlifesciences.com/shareholder-information/regulatory-news-service-rns/

Details of the Applicant's strategy following admission including, in the case of an investing company, details of its investment strategy

Venn Life Sciences is a European Contract Research Organisation providing drug development, clinical trial management and resourcing solutions to pharmaceutical, biotechnology and medical device organisations. With dedicated operations in France, Germany, the Netherlands, the UK, Ireland and Europe wide representation - Venn offers clients a full spectrum of services form non-clinical through all clinical phases. Venn also has an innovation division - Innovenn - focused primarily on breakthrough development opportunities in Skin Science. Venn's current capabilities have developed through a combination of acquisitions and organic growth. Venn expects to continue to develop in this way and intends broadening it's footprint further in Europe.

A description of any significant change in financial or trading position of the Applicant, which has occurred since the end of the last financial period for which audited statements have been published

Since 31 December 2014, the following significant changes in the financial or trading position of the Group have occurred: ·      In March 2015 the Company announced an equity placing of STG£2 million before expenses for general working capital and where appropriate, to support of the Company's stated acquisition policy; and ·      In September 2015 the Company announced the proposed acquisition of Kinesis Pharma BV for up to €6.5m and a placing to raise £3.57m at 22p per share conditional on shareholder approval which was granted in October 2015.

A statement that the directors of the Applicant have no reason to believe that the working capital available to it or its group will be insufficient for at least twelve months from the date of its admission

The Directors of the Company have no reason to believe that the working capital available to the group will be insufficient for at least 12 months from the date of admission to ESM.

Details of any lock-in arrangements pursuant to rule 7 of the ESM Rules for Companies

Mr Kees Groen an Executive Director of the Company who is beneficially interested in 4,780,320 Ordinary Shares (amounting to 7.9% of the issued share capital of the Company) is subject to a lock-up agreement for a period of 12 months from 16 October 2015. Mr Groen received these Ordinary Shares as part consideration following the sale of his company, Kinesis Pharma BV, to Venn Life Sciences in October 2015.

A brief description of the arrangements for settling the Applicant's securities

Settlement will be through the CREST system for dealings in ordinary shares held in uncertified form.

A website address detailing the rights attaching to the Applicant's securities

http://www.vennlifesciences.com/investor-aim-rules/

Information equivalent to that required for an admission document which is not currently public

See Appendix to Schedule One announcement which will be available on the Company's website at:  http://www.vennlifesciences.com/investor-aim-rules/

A website address of a page containing the Applicant's latest annual report and accounts which must have a financial year end not more than nine months prior to admission and fully audited interim results where applicable. The accounts must be prepared according to Irish, UK or US GAAP or international accounting standards.

http://www.vennlifesciences.com/latest-results/annual-interim-reports/

The number of each class of securities held in treasury

N/A

Note: this field should indicate that the announcement is 'new' and all relevant fields should be completed. Otherwise where the form is required to be completed in respect of an 'update' announcement, this should be indicated. In such cases, all the original information should be included with any amended fields emboldened.

Submit completed form for market dissemination via www.isedirect.ie

 

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