Placing of Shares

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 £4.5 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 £4.5 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 £4.5 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, Circular and Form of Proxy	11 June
Latest time and date for receipt of Forms of Proxy	9.30 a.m. on 25 June
General Meeting	9.30 a.m. on 27 June
Admission and commencement of dealings of the new Ordinary Shares	8.00 a.m. on 28 June
New Ordinary Shares credited to CREST stock accounts	As soon as possible after 8.00 a.m. 28 June
Despatch of definitive share certificates for new Ordinary Shares	week commencing 8 July

Enquiries:

Venn Life Sciences Holdings Plc Tel: [phone]
Cathal Friel, Chief Executive Officer

Arden Partners (Nominated Adviser and Joint Broker) Tel: [phone]
John Llewellyn-Lloyd / Ruari McGirr / Benjamin Cryer

Davy (Euronext Growth Adviser and Joint Broker) Tel: [phone]
Anthony Farrell (Corporate Finance)

Camarco (Financial PR) Tel: [phone]
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: [e-mail]

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.

 

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