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Fastnet Equity PLC (FAST)

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Thursday 31 March, 2016

Fastnet Equity PLC

ESM Schedule 1

RNS Number : 6210T
Fastnet Equity PLC
31 March 2016
 

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  FASTNET EQUITY PLC TO BE RENAMED AMRYT PHARMA PLC


Company registered address and if different, company trading address (including postcodes)

Ivybridge House, 1 Adam Street, London WC2N 6LE

Country of incorporation     England and Wales


Company website address containing all information required by rule 26 in the ESM Rules
for Companies

www.fastnetequity.com to become www.amrytpharma.com following 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

 

The Company has since 28 August 2015, been classified as an investing company under Rule 15 of the ESM Rules for Companies ("ESM Rules"). On 30 March 2016 the Company entered into a conditional agreement to acquire the entire issued share capital of Amryt Pharmaceuticals Designated Activity Company ("Amryt") for consideration of £29.6 million to be satisfied by the issue of 123,495,096 consideration shares. In addition, the Company is proposing to raise £10.0 million (before expenses) through a conditional placing of 41,673,402 new ordinary shares (following a capital reorganisation) at 24 pence per new ordinary share ("Placing Price").

 

Amryt was incorporated in August 2015 as a platform to acquire, build, develop and subsequently monetise a pipeline of patent protected, commercially attractive, proprietary drug candidates targeting best in class performance chosen to meet the orphan drug designation criteria. Since incorporation, Amryt has received investment totalling €2.0 million to finance due diligence on potential target businesses and as working capital. In line with its strategy, Amryt has entered into agreements, conditional, inter alia, on admission, to acquire the entire issued share capital of each of Birken AG, SomPharmaceuticals S.A and Somtherapeutics, Corp. Birken is a revenue generating pharmaceutical development and manufacturing company based in Germany.

 

The main country of operations will be Ireland.

 

The acquisition of Amryt constitutes a reverse takeover under the AIM Rules and ESM Rules. As a consequence, the current 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)

 

208,339,632  ordinary shares of 1.0p each ("Ordinary Shares") at a placing price of 24p per Ordinary Share

 

 

Capital to be raised on admission (if applicable) and anticipated market capitalisation on admission

 

Placing of 41,673,402 Ordinary Shares at 24p per Ordinary Share to raise £10.0 million

 

Approximate market capitalisation of £50.0 million on admission at the Placing Price

 

Percentage of ESM securities not in public hands on admission

 

37.4%

 

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

AIM, a market regulated 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

Cathal Martin Friel                      Non-executive Chairman

John Michael Edelson                Non-executive Director

Michael Henry Nolan                  Non-executive Director

Harry Thomas Stratford               Non-executive Director

 

New Board (from Admission)

Harry Thomas Stratford               Non-executive Chairman

Joseph (Joe) Amrit Wiley            CEO

Rory Peter Nealon                      CFO/COO

Ray Thomas Stafford                  Non-executive Director

Anthony James Culverwell          Non-executive Director

Cathal Martin Friel                      Non-executive Director

 

Full names and holdings of significant shareholders, expressed as a percentage of the issued ordinary 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)

           

 

 

 

 

 

Significant Shareholders:

 

 

 

 


Prior to Re-Admission1



On Re-Admission

 

Shareholder

Number of Existing Ordinary Shares

Percentage of existing share capital

Number of Consideration Shares

Number of Placing Shares

Total Number of New Ordinary Shares

Percentage of Enlarged Share Capital

 

Software AG-Stiftung

NIL

NIL

36,937,234

6,608,333

43,545,567

20.90%

 

Cathal Friel2

39,751,525

11.51%

28,108,407

NIL

33,077,347

15.88%

 

Joseph Wiley

NIL

NIL

20,442,478

330,417

20,772,895

9.97%

 

Axa Framlington Investment

Managers

NIL

NIL

NIL

20,625,000

20,625,000

9.90%

 

Rory Nealon

NIL

NIL

8,130,531

1,312,500

9,443,031

4.53%

 

Alan Harris

NIL

NIL

8,869,090

NIL

8,869,090

4.26%

 

Hargreaves Lansdown Stockbrokers

34,969,794

10.13%

NIL

NIL

4,371,224

2.10%

 

Dolmen Stockbrokers

26,531,455

7.68%

NIL

NIL

3,316,432

1.59%

 

TD Waterhouse Stockbrokers

22,301,580

6.46%

NIL

NIL

2,787,698

1.34%

 

Barclays Personal Investment Management

16,251,910

4.71%

NIL

NIL

2,031,489

0.98%

 

Halifax Share Dealing

14,912,563

4.32%

NIL

NIL

1,864,070

0.89%

 

Davycrest Nominees Ltd

10,734,826

3.11%

NIL

NIL

1,341,853

0.64%

 

Notes:

1.        As at the last register analysis undertaken dated 1 February 2016

2.        Cathal Friel's interest in the Existing Ordinary Shares in the Company includes 36,418,331 Existing Ordinary Shares held by Raglan Capital and 3,333,194 held in his own name. On Admission Cathal Friel's interest in the New Ordinary Shares in the Company will consist of 32,660,698 New Ordinary Shares held by Raglan Capital and 416,649 New Ordinary Shares held in his own name. Raglan Capital is a company which is owned by Cathal Friel and his wife Pamela Iyer.

 

As part of the transaction the Company will be undertaking a capital reorganisation such that each holding of every eight or more Existing Ordinary Shares will be consolidated into one New Ordinary Share and one Deferred Share.

 

 

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                          30  September 2015



iii     dates by which it must publish its first three reports pursuant to Rules 18 and 19 in the ESM Rules for Companies  

As follows

a)   By 30 June 2016 - publication of audited final results for the 9 month period ending 31 December 2015

b)   By 30 September 2016 - publication of unaudited interim results for the 6 month period ending 30 June 2016

c)   By 30 June 2017 - publication of audited final results for the 12 month period ending 31 December 2016

 


Expected admission   

19 April 2016

 


Name and address of ESM Adviser

Davy Corporate Finance

Davy House

49 Dawson Street

Dublin 2

Ireland

 


Name and address of broker(s)


J&E Davy

Davy House

49 Dawson Street

Dublin 2

Ireland

 

Shore Capital Stockbrokers Limited

Bond Street House

14 Clifford Street

London W1S 4JU

 

Stifel Nicolaus Europe Limited,

150 Cheapside,

London EC2V 6ET

 

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

 

Copies of the admission document will be available to the public, free of charge, at the registered office of the Company at 1 Adam Street, London WC2N 6LE (telephone number +44 (0) 20 3411 5730) during normal business hours on any weekday (Saturdays and public holidays excepted) for a period of one month from the date of Admission.

 

This document is also available on the Company's website at www.fastnetequity.com and subsequently www.amrytpharma.com

 

Date of notification 

31 March 2016

 

 

 

New/update (see note): New


 

 

 

Quoted Applicants must also complete the following

The name of the ESM designated market upon which the Applicant's securities have been traded


The date from which the Applicant's securities have been so traded


Confirmation that, following due and careful enquiry, the Applicant has adhered to any legal and regulatory requirements involved in having its securities traded upon such a market or details of where there has been any breach


An address or web-site address where any documents or announcements which the Applicant has made public over the last two years (in consequence of having its securities so traded) are available

 

Details of the Applicant's strategy following admission including, in the case of an investing company, details of its investment strategy


A description of any significant change in financial or trading position of the Applicant, which has occurred since the end of the last financial period for which audited statements have been published


A statement that the directors of the Applicant have no reason to believe that the working capital available to it or its group will be insufficient for at least twelve months from the date of its admission


Details of any lock-in arrangements pursuant to rule 7 of the ESM Rules for Companies


A brief description of the arrangements for settling the Applicant's securities


A website address detailing the rights attaching to the Applicant's securities


Information equivalent to that required for an admission document which is not currently public


A website address of a page containing the Applicant's latest annual report and accounts which must have a financial year end not more than nine months prior to admission and fully audited interim results where applicable. The accounts must be prepared according to Irish, UK or US
GAAP or international accounting standards.


The number of each class of securities held in treasury


Note: this field should indicate that the announcement is 'new' and all relevant fields should be completed. Otherwise where the form is required to be completed in respect of an 'update' announcement, this should be indicated. In such cases, all the original information should be included with any amended fields emboldened.

Submit completed form for market dissemination via www.isedirect.ie

 

 


This information is provided by RNS
The company news service from the London Stock Exchange
 
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