Update on investment in 3Legs Resources plc

RNS Number : 9742Q

Vela Technologies PLC

03 March 2016

 

Vela Technologies plc

("Vela" or the "Company")

Update on investment in 3Legs Resources plc

Vela Technologies plc (AIM: VELA), the investing company focused on early stage and pre-IPO disruptive technology investments, notes the announcement released earlier today by 3Legs Resources plc ("3Legs") and the release of the Schedule 1 announcement today.

Further to the announcement of 4 November 2015, 3Legs has announced that it has conditionally agreed to acquire the issued share capital that it does not already own in SalvaRx Limited (the "Acquisition") for a consideration of £8.8 million to be satisfied by the issue of new ordinary shares in 3Legs at 35.5p per share (following a 100:1 share consolidation) (the "3Legs Transaction").  3Legs has also raised £1.95 million (before expenses) by means of a placing of new ordinary shares at 35.5p per share in order to fund the enlarged group's further development, including working capital needs, as well as the costs associated with the 3Legs Transaction.

Subject to the passing of the resolutions at a general meeting of 3Legs, in order to better reflect the company's underlying business, 3Legs, as enlarged by the Acquisition, proposes to change its name to SalvaRx Group plc. In addition, it has been agreed by the board of 3Legs that, on completion of the 3Legs Transaction, Jim Mellon will be appointed non-executive Chairman of SalvaRx Group plc.

As at the date of this announcement Vela holds 23,500,000 shares in 3Legs, equivalent to 3.80 per cent. of the existing voting rights of 3Legs. On completion of the 3Legs Transaction, and following the proposed 100:1 share consolidation by 3Legs, Vela would hold 235,000 shares in 3Legs, equivalent to 0.64% of the enlarged share capital of 3Legs.

Vela's shareholding in 3Legs has been acquired at an average price of 0.213p per share for a total consideration of approximately £50,090. At the price of the placing being undertaken by 3Legs (being 35.5p per share post-share consolidation and equivalent to 0.355p per share pre-share consolidation), Vela's shareholding in 3Legs has a paper value of £83,425.

Extracts from 3Legs's announcement are contained below and a link to the 3Legs announcement can be found at:

http://www.londonstockexchange.com/exchange/news/market-news/market-news-detail/3LEG/12721845.html 

A link to the Schedule 1 announcement can be found at:

 http://www.londonstockexchange.com/exchange/news/market-news/market-news-detail/other/12721919.html 

For further information, please contact:

Vela Technologies plc
Brent Fitzpatrick, Non-Executive Chairman Antony Laiker, Director	Tel: [phone]
Allenby Capital Limited (Nominated Adviser)
Nick Athanas/Katrina Perez/James Reeve Vicarage Capital Limited (Broker) Rupert Williams/Jeremy Woodgate	Tel: [phone] Tel: [phone]

3Legs Resources plc

("3Legs" or the "Company")

3Legs Resources plc

("3Legs" or "the Company")

Acquisition of SalvaRx Limited

Change of name to SalvaRx Group PLC

Placing to raise £1.95 million

Share consolidation

Admission of Enlarged Share Capital to trading on AIM

and

Notice of General Meeting

Further to the announcement of 4 November 2015, the Company is pleased to announce that it has conditionally agreed to acquire the issued share capital not already owned by it in SalvaRx Limited ("SalvaRx") for consideration of £8.8 million to be satisfied by the issue of New Ordinary Shares at 35.5p per share (following a 100:1 share consolidation).  The Company has also raised £1.95 million (before expenses) by means of a Placing of New Ordinary Shares at 35.5p per share in order to fund the Enlarged Group's further development, including its working capital needs, as well as the costs associated with the Proposals.

Highlights

·     SalvaRx operates in the field of cancer immunotherapy and its strategy is to identify, develop and finance further novel therapeutics that stimulate the immune system to fight cancer;

·     SalvaRx owns 60.49 per cent. of iOx, a company which is developing under licence a series of compounds for cancer immunotherapy;

·     SalvaRx's ownership of iOx gives the Company exposure to the fast-growing cancer immunotherapy market;

·     iOx is focused on developing its pipeline of anti-cancer treatments based on invariant natural killer T cells and has a clinical trial sponsorship agreement with Oxford University who will conduct fund, or arrange funding for, the first Phase I/II in human trial;

·     SalvaRx has a highly experienced management team who between them have a track record of developing novel drugs in cancer immunotherapy; and

·     SalvaRx is actively screening acquisitions and investments in cancer immunotherapy and complementary areas of oncology.

Richard Armstrong, Non-Executive Chairman of 3Legs commented:

"We are very pleased to have agreed the acquisition of SalvaRx, subject to shareholder approval.  The business has a strong and experienced management team in the cancer immunotherapy sector which is an exciting and fast growing market."

Ian Walters, CEO of SalvaRx commented:

"Joining AIM is a major step forward for SalvaRx and allows us to fund the iOx business through to its first in human trials sponsored by Oxford University.  The listing will also raise our profile as we seek to build our immunotherapy business via further acquisitions and investment opportunities.

"The iOx scientists have developed significant insights into the role of natural killer T cells in stimulating a tumour specific immune response.  We believe the compounds being developed by iOx could represent a major development in cancer treatment, especially when combined with existing immuno-oncology agents, with the hope of improving the care for many different types of cancer patients."   

The Acquisition is of sufficient size to constitute a reverse takeover under the AIM Rules and is therefore subject to the approval of Independent Shareholders in General Meeting. 

Trading on AIM in the Existing Ordinary Shares has been suspended since 4 November 2015 due to the Company not having completed an acquisition which constitutes a reverse takeover under the AIM Rules or otherwise having implemented its investing policy within 12 months of becoming an investing company.  The suspension will remain in place pending the outcome of the General Meeting.

A circular, comprising an admission document ("Admission Document") and a notice of general meeting, will be posted to Shareholders today. Defined terms in this announcement have the same meaning as those in the Admission Document.

A copy of the circular may be downloaded from the Company's website at www.3legsresources.com 

Introduction

On 4 November 2015, the Company announced that it had signed non-binding heads of terms in connection with the proposed acquisition of the issued share capital not already owned by it in SalvaRx, a company in which it had acquired an 11.14 per cent. shareholding as announced on 30 September 2015.  The Company announced earlier today that it has conditionally agreed to acquire the issued share capital not already owned by it in SalvaRx for an aggregate consideration of £8.8 million to be satisfied by the issue to the Vendors of the Consideration Shares. SalvaRx owns 60.49 per cent. of iOx, a company incorporated in February 2015, which is developing under licence a series of cell agonists for cancer immunotherapy.  These compounds activate iNKT cells which preclinical testing in several cancer models suggests can inhibit the growth of tumours.  iOx has a clinical trial sponsorship agreement with Oxford University to conduct and fund (or arrange funding for) the first in human Phase I/II clinical trial for iOx's lead compound.  SalvaRx has a strong management team with considerable experience in the field of cancer immunotherapy and its strategy is to identify, develop and finance further novel therapeutics that stimulate the immune system to fight cancer.

The Acquisition is of sufficient size to constitute a reverse takeover under the AIM Rules and is therefore subject to the approval of Shareholders at the General Meeting.

In order to fund the Enlarged Group's further development, including its working capital needs, as well as the costs associated with the Proposals, the Company has also today announced the Placing.

Following implementation of the Proposals, the Vendors, who are deemed to be acting in concert for the purposes of the Takeover Code, will hold, together with certain other Existing Shareholders who are deemed to be acting in concert with them, 26,640,582 New Ordinary Shares, representing 73.05 per cent. of the Enlarged Share Capital. Under Rule 9 of the Takeover Code, the Concert Party would normally be obliged to make a mandatory offer to all shareholders (other than the Concert 15 Party) to acquire their New Ordinary Shares. Following an application by the Company, the Takeover Panel has agreed to waive this obligation, subject to the approval of Independent Shareholders on a poll at the General Meeting.

Should the Acquisition be approved by Shareholders and the Waiver Resolution approved by Independent Shareholders (being the Existing Shareholders other than the members of the Concert Party, which includes Jim Mellon and Dr Greg Bailey who own all the shares in SalvaRx not already owned by the Company), the Board is proposing to change the Company's name to SalvaRx Group PLC to reflect the Company's new underlying business.

The Board is also proposing the Share Consolidation as it considers that it is in the best interests of the Company's long term development as a public quoted company to have a lower number of shares in issue and for the Existing or the New Ordinary Shares to be traded in pence rather than fractions of a penny.

If the Resolutions are approved, it is expected that Admission will become effective and that dealings in the Enlarged Share Capital will commence on AIM on 22 March 2016.

 

END

 

 

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