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Friday 13 June, 2014

AIM

Schedule 1 - ViaLogy Plc

RNS Number : 5259J
AIM
13 June 2014
 



 

 

ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM RULES")


COMPANY NAME:

ViaLogy PLC (to be renamed Premaitha Health plc) ("the Company")

 

COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES) :

 

Registered office:

 

St James' House

St James' Square

Cheltenham GL50 3PR

 

Trading address:

 

4 Rutherford House

Manchester Science Park

Manchester M15 6SZ

COUNTRY OF INCORPORATION:

UK

 

COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:

www.vialogy.com

 

To be changed following re-admission and change of name to:

www.premaitha.com

 

 

COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING POLICY).  IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED:

The Company is proposing to acquire the entire issued share capital of Premaitha Health Limited (Premaitha), which constitutes a reverse takeover under AIM Rule 14 and which, if approved by shareholders, will have the effect of changing the status of the Company from an investing company to an operating company. The so enlarged group's operations would thereafter constitute exclusively those of Premaitha.

 

Premaitha is a molecular diagnostic company based in the UK that has developed the IONA® test, an in vitro diagnostic non-invasive pre-natal screening test for fetal chromosomal abnormalities such as Down's syndrome. The IONA® test is based on the analysis of circulating fetal DNA in the maternal bloodstream, an approach that has been used since 2011 by several pre-natal screening companies, principally in the USA. The directors and proposed directors believe that the IONA® test will be the first regulated CE marked in vitro diagnostic non-invasive pre-natal screening product to market.

 

The IONA® test is a pre-natal screening test which will be offered to pregnant women to determine the risk that their fetus is affected with Down's Syndrome or other serious genetic diseases. The IONA® test is based on analysis of circulating fetal DNA: an approach that has both a higher detection rate and a lower false positive rate than existing screening tests. This means that expectant mothers can make better informed choices about their pregnancy without risk to them or their fetus.

 

The Company has entered into conditional acquisition agreements to acquire the entire issued share capital of Premaitha for £10.5 million to be satisfied by the issue of new ordinary shares in the Company. 

 

DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFER OF THE SECURITIES (i.e. where known, number and type of shares, nominal value and issue price to which it seeks admission and the number and type to be held as treasury shares):

188,163,709 new ordinary shares of 10 pence each following share consolidation and issue of consideration shares, placing shares and open offer shares

 

There are no shares held in treasury

 

CAPITAL TO BE RAISED ON ADMISSION (IF APPLICABLE) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:

Capital to be raised: £6.50 million via a placing; up to £0.74 million via an open offer

 

Anticipated market value: £20.7 million

 

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

Approximately 55%

 

DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM COMPANY HAS APPLIED OR AGREED TO HAVE ANY OF ITS SECURITIES (INCLUDING ITS AIM SECURITIES) ADMITTED OR TRADED:

None

 

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):

Directors:

Adam Reynolds1

Executive Chairman

Mark Kingsley Collingbourne

Finance Director

Nicholas Mustoe

Non-Executive Director

 

Proposed Directors:

David Eric Evans

Executive Chairman

Stephen Little

Chief Executive Officer

Peter Collins

Chief Commercial Officer

Charles Edward Selkirk Roberts

Non-Executive Director

 

1 to become a Non-Executive Director immediately following admission

 

FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER ADMISSION (underlining the first name by which each is known or including any other name by which each is known):

 

Name

Holding before admission

Holding after admission




Nicholas Mustoe

5.6%

1.5%

Zoragen Biotechnologies LLP

-

15.6%

Animatrix Capital LLP

-

11.6%

Rupert Lywood1

-

10.4%

Loxbridge Research LLP

-

6.6%

IS Partners Investment Solutions AG

-

4.8%

Hargreave Hale Limited

-

4.4%

Calculus Capital Limited

-

4.3%

Charles Edward Selkirk Roberts2

-

3.4%




1 Rupert Lywood is a member of Animatrix Capital LLP, Loxbridge Research LLP and Zoragen Biotechnologies LLP

2 Charles Roberts is the CEO of Loxbridge Research LLP and is also a member of Zoragen Biotechnologies LLP

 

NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES:

None

 

(i)         ANTICIPATED ACCOUNTING REFERENCE DATE

(ii)        DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited interim financial information)

(iii)       DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND 19:

 

(i)

31 March

 

(ii)

Audited accounts for the 3 years to 31 March 2012, 2013 and 2014

 

(iii)

Half yearly results to 30 September 2014 to be published by 31 December 2014

Final Results to 31 March 2015 to be published by 30 September 2015

Half yearly results to 30 September 2015 to be published by 31 December 2015

 

EXPECTED ADMISSION DATE:

4 July 2014

 

NAME AND ADDRESS OF NOMINATED ADVISER:

Cairn Financial Advisers LLP ("Cairn")

61 Cheapside

London EC2V 6AX

 

NAME AND ADDRESS OF BROKER:

Panmure Gordon (UK) Limited

One New Change

London EC4M 9AF

 

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 of its securities will be available on the Company's website and at the offices of Cairn.

 

DATE OF NOTIFICATION:

13 June 2014

 

NEW/ UPDATE:

New

 


This information is provided by RNS
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