Placing to raise £2 million

RNS Number : 4512H

Venn Life Sciences Holdings PLC

13 March 2015

 

Venn Life Sciences Holdings Plc

("Venn" or the "Company")

Placing to raise £2 million and Notice of General Meeting

Venn Life Sciences (AIM: VENN), a growing Clinical Research Organisation (CRO) providing clinical trial management and resourcing solutions to pharmaceutical, biotechnology and medical device clients, announces that the Company has today conditionally raised £2 million before expenses (the "Placing") through the placing of 10,526,316 new ordinary shares, through Zeus Capital as broker to the Company, at a placing price of 19 pence per ordinary share (the "Placing Shares").

The Company will today post to shareholders a Circular and Notice of General Meeting (together the "Circular") to approve the Placing. A copy of the Circular will be available from the Company's website in accordance with the AIM rules. Please note that capitalised terms used in this announcement, but not defined, have the same meaning as in the Circular.

Introduction

The Company announces the terms of a conditional placing by Zeus Capital, acting as the Company's Nominated Adviser and Broker, to raise approximately £2 million (before expenses) by the issue and allotment by the Company of 10,526,316 Ordinary Shares at price of 19 pence per share. The proceeds from the Placing will be used by the Company for working capital and, where appropriate, in support of the Company's stated acquisition policy.

The Placing is conditional, inter alia, upon advanced assurance being obtained from HMRC that the Company remains a qualifying Company and the Placing Shares are eligible shares for the purposes of EIS provisions and upon Shareholders approving the Resolutions at the General Meeting that will grant to the Directors the authority to allot the Placing Shares. Application will be made for the Placing Shares to be admitted to trading on AIM and dealing in these shares is expected to commence on 2 April 2015.

The purpose of the Circular is to provide commentary on current trading and outlook, details of the Placing and an explanation of the resolutions to be proposed at the general meeting being convened for 11.00 a.m. on 1 April 2015. The Circular also contains a recommendation from the Board to vote in favour of those resolutions as the Board intends to do in respect of its aggregate shareholding of 1,663,993 Existing Ordinary Shares representing 5.87 per cent. of the Existing Ordinary Shares.

Current trading and outlook

On 23 December 2014, the Company announced a strong close to 2014, noting that November had seen a record billing in excess of €900,000 and stating that full year revenues were expected to be at least double the previous year's revenues (2013: €2.04 million).

This strong close was driven by substantial contract wins since May of 2014, exceeding €8 million in total value and providing a firm foundation for 2015. The Company also noted that it already had contracted revenue in excess of €6 million for the financial year 2015, as well as submitted proposals for potential new contracts worth a total of €18 million.

Since then the Company has continued to trade in line with management's expectations.

Reasons for the Placing

The Company has been approached by a number of Shareholders who have indicated that they would be supportive of a fund raise and therefore has decided to undertake the Placing. This will allow further investment in working capital to aid expansion, particularly in the key commercial areas of business development, support systems and the hiring of clinical operations staff. These investments are becoming increasingly important to the Company as it tenders for, and wins, larger contracts. The Company also has a strategy of increasing the scope and scale of Venn's service offering through acquisitions. The net proceeds of the Placing will provide additional flexibility when opportunities arise.

Information on the Placing

The Placing Shares have been conditionally placed by Zeus Capital, as agent for the Company, with institutional and other investors in accordance with the terms of the Placing Agreement.

The Placing is conditional, inter alia, upon the Placing Agreement not being terminated, the passing of the Resolutions, receipt of the Advanced Assurances and Admission. The Placing is expected to raise £2 million, before expenses (which are estimated to be £125,000 (excluding VAT) in total), which will be used for general working capital and where appropriate, in support of the Company's stated acquisition policy.

Application will be made for the Placing Shares to be admitted to trading on AIM and Admission is expected to take place on 2 April 2015. Immediately following their Admission, the Placing Shares will represent approximately 27.07 per cent. of the Enlarged Issued Share Capital.

The Placing Shares will, following Admission, rank in full for all dividends and distributions declared, made or paid in respect of the issued Ordinary Share capital of the Company and otherwise rank pari passu in all other respects with the Existing Ordinary Shares.

The Placing Price represents a discount of 18.28 per cent. to the closing mid-market price of 23.25 pence per Ordinary Share as at 12 March 2015 (being the latest practicable date prior to the date of the Circular).

The Placing is not underwritten.

As part of their placing participation of 5,263,157 Placing Shares (amounting to approximately £1 million at the Placing Price and representing 13.53 per cent. of the Enlarged Share Capital), Livingbridge VC LLP has been granted the right to appoint a director to the board of the Company for as long as it retains a minimum interest of 10 per cent. of the issued share capital of the Company.

EIS/VCT Status

The Company applied for and received confirmation from HMRC that the new ordinary shares issued by way of a placing in April 2014 were eligible shares under the VCT provisions and that the Company was a qualifying company for EIS purposes.

The Company has applied to HMRC for Advanced Assurances that it remains a qualifying company for EIS purposes and the Placing Shares should be eligible shares under the VCT provisions and is expecting to receive such confirmation prior to the General Meeting.

The Placing is conditional on Advanced Assurances being received.

Recommendation

The Directors consider the Placing to be in the best interests of the Company and its Shareholders as a whole and accordingly unanimously recommend that Shareholders vote in favour of the Resolutions to be proposed at the General Meeting as they intend to do in respect of their own beneficial holdings amounting, in aggregate, to 1,663,993 Existing Ordinary Shares, representing approximately 5.87 per cent. of the Existing Ordinary Shares.

Enquiries:

Venn Life Sciences Holdings Plc	www.vennlifesciences.com
Tony Richardson, Chief Executive Officer	Tel: [phone]
Orla McGuinness	Tel: [phone]
Zeus Capital Limited (Nominated Adviser and Broker)
Ross Andrews/Andrew Jones	Tel: [phone]
Alex Davies	Tel: [phone]
Walbrook PR Ltd	Tel: [phone] or [e-mail]
Paul McManus	Mob: [phone]
Lianne Cawthorne	Mob: [phone]

About Venn Life Sciences Limited

Venn Life Sciences is a Clinical Research Organisation providing clinical trial management solutions and resourcing solutions to pharmaceutical, biotechnology and medical device organisations. With dedicated operations in France, Germany, the Netherlands, the UK and Ireland and Europe wide representation - Venn specialises in rapid deployment and management of multisite projects. Venn has established an innovation division - Innovenn - focused primarily on breakthrough development opportunities in Skin Science.

 

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