ESM - Schedule One

RNS Number : 4975T

Ovoca Gold PLC

04 July 2018

 

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   Ovoca Gold plc, to be renamed Ovoca Bio plc
Company registered address and if different, company trading address (including postcodes)
Registered Office: 17 Pembroke Street Upper, Dublin 2, Ireland
Country of incorporation     Ireland
Company website address containing all information required by rule 26 in the ESM Rules for Companies
www.ovocagold.com, to become www.ovocabio.com on Admission
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 In recent months, Ovoca has engaged with IVIX, a Russian company developing a drug candidate for the treatment of female sexual dysfunctions. Following satisfactory progression of these discussions, the Board has today announced that Silverstar, a subsidiary of the Company, has entered into a conditional transaction to acquire up to 59.9 per cent of the participation interests (shares) in the charter capital of IVIX for a cash consideration of up to (approximately) US$6.2 million, to be satisfied from the existing cash resources of Ovoca. IVIX was incorporated in 2012 and since that time has sought to develop and subsequently commercialise a proprietary drug candidate, BP101 (known as Libicore), for the treatment of female sexual dysfunctions. To date, IVIX has completed Phase II clinical trials in Russia for Libicore. It now intends to complete the Russian Phase III clinical trial, following which it will seek approval for the marketing of Libicore in the Russian market. IVIX has also initiated discussions with the FDA for the potential approval of Libicore development dossier for the US market. The nature of the Company's business will be transformed by the Transaction and, in order to reflect its new activities, it is proposed to change the Company's name to Ovoca Bio plc on Admission. The main country of operations will be Russia. The acquisition of IVIX constitutes a reverse takeover under the AIM Rules and ESM Rules. As a consequence, the existing directors are seeking shareholder approval for the proposals at a general meeting.
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): 88,458,806 Ordinary Shares of nominal value €0.125 each. There are currently 6,895,000 Ordinary Shares held as treasury shares. There are no restrictions on the transfer of securities to be admitted.

Capital to be raised on admission (if applicable) and anticipated market capitalisation on admission: No capital is being raised. Market capitalisation of €8.2 million (based on closing price of an Ordinary Share of Ovoca Gold of €0.10 each on 2 July 2018)
Percentage of ESM securities not in public hands on admission
52.5%
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:
Application will be made to have the shares admitted to AIM, a market operated  by the London Stock Exchange
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):
Existing Board: Kirill Golovanov - Chief Executive Officer Mikhail Mogutov -Executive Chairman Kenneth Kuchling - Non Executive Director1 Yuri Radchenko - Non Executive Director Donald Schissel - Non Executive Director1 Leonid Skoptsov - Non Executive Director Timothy McCutcheon - Non Executive Director New Board (from Admission) Kirill Golovanov - Chief Executive Officer Mikhail Mogutov - Executive Chairman Yuri Radchenko - Non Executive Director Leonid Skoptsov - Non Executive Director Timothy McCutcheon - Non Executive Director Nikolay Myasoedov - Non Executive Director2 Christopher Wiltshire - Non Executive Director2 Romulo Colindres - Non Executive Director2 1 Donald Schissel and Kenneth Kuchling will resign as Directors with effect from Admission 2 Romulo Colindres, Nikolay Myasoedov and Christopher Wiltshire will be appointed as Non-Executive Directors with effect from Admission
Full names and holdings of significant shareholders, expressed as a percentage of the issued 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 % Issued Share Capital Before Admission1 % Issued Share Capital After  Admission2 Euroclear Nominees Limited 21.3% 21.3% Pickco Trading Co Limited 9.0% 9.0% BBHISL Nominees Limited 8.6% 8.6% Davycrest Nominees 6.4% 6.4% Citibank Nominees (Ireland) DAC 5.0% 5.0% Chase Nominees Limited 3.7% 3.7% 1.     As at 21 May 2018, based on last register analysis and as disclosed in Company's annual financial report for the year ended 31 December 2017 2.     There is no capital being raised in conjunction with Admission.
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:                          31 December 2017
iii     dates by which it must publish its first three reports pursuant to Rules 18 and 19 in the ESM Rules for Companies:   30 September 2018 (in respect of 6 months ended 30 June 2018), 30 June 2019 (in respect of year ended 31 December 2018), 30 September 2019 (in respect of 6 months ended 30 June 2019)
Expected admission date:  30 July 2018
Name and address of ESM Adviser Davy Corporate Finance Davy House 49 Dawson Street Dublin 2 Ireland
Name and address of broker
Davy Davy House 49 Dawson Street Dublin 2 Ireland
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 A copy of the admission document containing full details about the applicant and the  admission of its securities will be available on the Company's website at: www.ovocagold.com (and subsequently www.ovocabio.com from Admission)
Date of notification  4 July 2018
New/update: New

This announcement has been issued through the Companies Announcement Service of Euronext Dublin.

 

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