Gordon Stein, CFO of CleanTech Lithium, explains why CTL acquired the 23 Laguna Verde licenses. Watch the video here.
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In that case I think I might register Opan Orphen or Ballbag Pharma, just for the craic. :)
Do a line of personalised T-sharts with slogans like, "watch this space", "Buy-in for the Spin-out", "Keep calm and ignore the tree shake" or my personal fave, " It's strange that you never saw Warren Buffett and Longinvestor in the same room".
The Companies house system is driven by number, not by name precisely because of the ease of confusion/misrepresentation/scope for abuse/fraud of 'similar-sounding' names.
It's commonly referred to as 'passing off', see https://hallellis.co.uk/passing-off-claims/, where people think they'redealing with company 'X', but are actually dealing with company 'x' or company "X" or company "x" or...etc
Earache - you're continuing to make the same mistake - believing that a company name is the unique identifier rather than the company registered number. If a company name ceases to be used then it is available for a different company to use, subject (I presume) to any copyright/trademark or similar issues. That is what happened here: 13356328 stopped using the name Poolbeg Pharma Limited (8th June change of name resolution), which meant that 13279507 could start using the name Poolbeg Pharma Limited (8th June change of name resoloution).
It's really not complicated if you accept the premise that the company registered number is the unique identifier of the company.
It's not accuracy, it's pedantry. There's a difference!
Go to Companies House and input the 2 x co's 13279507 and 13356328.
In each case , go to 'filing history' and the entry for 8 June , 'company name change resolution of 27 May '.
You'll see that in the first (incorporated 19 March 2021) CF signs off for the name change from Orph Pharma Limited to Poolbeg Pharma Limited ("new Poolbeg") and in the second case (incorporated 26 April 2021) CF signs off for the name change from Poolbeg Pharma Limited (" old Poolbeg") to OP Holdco 2021 Limited.
The different incorporation dates tell us that they are 2 x separate entities; and CF signing off on the name changes to/from Poolbeg on the same day tells us that the change was needed as part of the spin-off process.
The third company you reference ORPH Pharma IP 13279216 is a £ 1 company incorporated by Open Orphan PLC (ORPH) to segregate the Intellectual Property that is subject of the current spin-off.
The 14 June RNS tells us that ORPH ..." proposes to make a distribution in specie of the entire issued share capital of its wholly-owned subsidiary Orph Pharma IP Company Limited ("Orph Pharma") to Poolbeg Pharma Limited ("Poolbeg"), in return for the issue of new shares by Poolbeg ("Poolbeg Shares") to shareholders of Open Orphan on the register at close of business on 17 June 2021 ("Relevant Shareholders") .
So "new Poolbeg" is the vehicle that will issue shares to be distributed to ORPH shareholders as consideration for ORPH 'selling' the IP owned by Orph Pharma.
Which is why it is " new Poolbeg" that had to have a subdivision of shares to just shy of 25 million [on 20 May 2021], while 'old Poolbeg' started life with that number.
'Don't assume conspiracy that which can be adequately explained through human error' is supposedly something the CIA remind their staff regularly.....
AIUI
HTH
Earache - I think you take yourself a bit too seriously!
Wow is earache totally misunderstand a relatively simple concept and refusing to back down? Surely not, he's normally so much better than that
earache - you still haven't got this and I'm running out of enthusiasm for continuing the conversation. Re-read my original post (at 14:41) on what happened to the 2 companies. Poolbeg Pharma Limited is just the company name, and it has been used for 2 different companies. That's really clear if you use the Companies House site. Orph Pharma Limited became Poolbeg Pharma Limited and that is that company's current name. The different company that started life with the same name (Poolbeg Pharma Limited) is now called Op Holdco 2021 Limited.
earache - company registered numbers don't change - those are unique identifiers i.e. they are how you keep track of them!
Companies house site is probably the best place to go to get the info.
hTtps://find-and-update.company-information.service.gov.uk/
And as far as I can see Op Holdco 2021 isn't mentioned in this morning's RNS. The assets (immune modulator plus some bits) are currently held in Orph Pharma IP Company and it is the share capital of that company which is going to be issued to Poolbeg Pharma Limited in exchange for Poolbeg Pharma Limited issuing new shares to us (shareholders of ORPH).
Hi oasis2000
.."Those on short term trades will take advantage of volatility and leave. .."
Great comment - hat-tip to Pierre O'Reilly in another place :
.."Orph atm is a godsend for traders, although they probably don't see it that way.
The spinoff with a 9 month lockin will force traders to get rich slowly, instead of 80% of them getting poor quickly, which is quite a big advantage..."
Classic !
I think 1GW_explanation makes sense , ie the 25m (actually 24,997,500) in Op Holdco being for a future spin-out.
Apart from anything else, with 670m shares in issue and a 1: 2.98 allocation, 'newco' will need to start life with abt 225m shares in issue to accommodate 'us' , before the 1st placing/capital raise.
Re warrants, maybe CF is restricted in exercising those for the same 'closed period' reasons as dealing only post AR ?
As to the change in sequence of events, well, first the AR release has been brought forward from what he told us only a short while back, so whatever the reason for that may also have impacted the argument for the rest of the sequencing.....
You noted that his earlier guidance was that .." cut off date for in specie qualification would be cob previous session to discourage day traders and reward LTH's commitment. Instead, he announces a forward date thus enabling what he said he didn't want. I'm not too happy about that."
If day traders want to take advantage of the info re forward date, they have to buy ORPH whilst 'blind' as to contents of A/R...which puts them in the same position as LTH...and may have a depressant effect on s/p volatility pre/post A/R release.....which may suit us all, CF included....
As to whether SPC's activities are a factor, could be, who knows ? With any luck (I hold, modestly there), we'll find out before long !
ATB
Well said 1GW. Ultimately, this will divide investors into two camps. Those who value the core offering as LTHs will do nothing and collect their free shares. Those on short term trades will take advantage of volatility and leave. Irrespective of the extent of this weeks movements, the facts remain that imminently following this week will be:
A) CF increased holding
B) Characterisation study results (with likely repercussions on unlocking studies / contracts)
C) Inevitable taskforce involvement
(plus 4 div spec to come July - Dec 2021)
Earache - there are 2 different companies here, as you can see from the registered numbers:
13279507: Now known as Poolbeg Pharma Limited (previously Orph Pharma Limited)
13356328: Now known as Op Holdco 2021 Limited (previously Poolbeg Pharma Limited)
It looks to me as though having called one company Poolbeg Pharma Limited, they wanted to use that name for the company that would be the first spin-off, instead of the Orph Pharma Limited name. So they renamed Poolbeg Pharma Limited to Op Holdco 2021 Limited so that the Poolbeg Pharma Limited name would be available for the one previously called Orph Pharma Limited. My guess is that Op Holdco 2021 will now be used to prepare for one of the other spin-offs.
In terms of the forward ex-rights date, nothing much has changed has it? The key thing is whether there is any public information out there to allow investors sensibly to value the spin-off (and therefore take a stab at how much the price of ORPH might change when it goes ex-rights). At the moment there isn't really (we just know that it is going to have the immune modulator asset). The key things will be the details of the financing raised and dilution suffered through the IPO and also the prospectus, neither of which is going to be available (it seems) until after the ex-rights date. So we've really just moved from knowing the ex-rights date will be sometime fairly soon, to knowing it will be on a specific date.
Thanks Mafuta
I dimly recall getting a formal allocation of some freebies decades ago that were labelled 'no par value' or 'nominal' or something similar.
My holding is pretty small, so the point is largely academic.
I know someone who had a pre-floatation holding in Twitter and there was a 'grey market' that emerged for employees and other shareholders who couldn't wait.
They'd be more interested in keeping track of things !
extrader et al ... much will depend on how you hold the shares. If you hold them outside a brokers account you will likely get a personal letter. If within a brokers "holding account" such as an ISA, PIPP etc. you will get a message which should confirm your holding in the Poolbeg shares. Some firms may even list the shares in your account breakdown ... but it depends on who you are with. Regards Mafuta
.."Anyone know why ex rights date on 16th and shares on register record date differ?.."
AIUI, this is to take account of the 2 day delay between transaction date and updating of register ('record date') for settlement purposes.
So anyone buying tom 15th before close of business will buy 'cum' = 'with' rights...and join anyone already holding; shares will trade 'ex' rights from the 16th; results will be announced on morning of 17th, register will be updated by close of business same day to reflect 'Relevant Shareholders'; on or before 18th, ORPH BoD will OK distribution in specie (on 1: 2.98 ORPH basis) to Relevant Shareholders of our Poolbeg shares, where legal title will be held by a place-holder, Croft Nominees.
I THINK (not sure of this bit), we should be formally notified of our Poolbeg holding - and it may even show up in our brokerage account , on a memorandum basis - but this will only become 'live' at the end of the lock-up period.
AIUI, IMO, NAI, DYOR etc
Anyone know why ex rights date on 16th and shares on register record date differ?
3 days to get in :)
Just another quiet week with Orph then ;)
Show time!
If you are not in, you are out..
OPEN ORPHAN PLC
("Open Orphan" or the "Company")
Proposed Distribution in Specie
Notice of Results
Open Orphan plc (AIM: ORPH), a rapidly growing specialist pharmaceutical services clinical research organisation (CRO) and a world leader in vaccine and antiviral testing using human challenge clinical trials , announces that, further to previous announcements, it proposes to make a distribution in specie of the entire issued share capital of its wholly-owned subsidiary Orph Pharma IP Company Limited ("Orph Pharma") to Poolbeg Pharma Limited ("Poolbeg"), in return for the issue of new shares by Poolbeg ("Poolbeg Shares") to shareholders of Open Orphan on the register at close of business on 17 June 2021 ("Relevant Shareholders") .
The approval of Open Orphan shareholders to such distribution in specie was granted at Open Orphan's general meeting held on 29 April 2021 .
It is expected that Open Orphan ordinary shares will be marked "ex rights" at 8.00 a.m. on 16 June 2021.
It is also expected that the board of Open Orphan will convene formally to make such distribution in specie on 18 June 2021 and that Relevant Shareholders will receive one Poolbeg Share for every 2.98 ordinary shares held in the Company, with resultant entitlements rounded down to the nearest whole number. Prior to the making of the distribution in specie, Open Orphan and Poolbeg intend to enter into a demerger agreement providing for the issue of the Poolbeg Shares to Relevant Shareholders in return for the distribution in specie of the entire issued share capital of Orph Pharma to Poolbeg.
Further to the Company's announcement of 13 April 2021, the board of Open Orphan has determined that if and when the Poolbeg Shares are admitted to trading on AIM ("Admission") Relevant Shareholders who receive Poolbeg Shares will not be permitted to sell, transfer or deal in such Poolbeg Shares for a period of 9 calendar months (the "Lock-up Period"). Accordingly, Open Orphan and Poolbeg have appointed Croft Nominees Limited ("Croft") to hold the legal title to the Poolbeg Shares from the date on which the distribution in specie is effected until the date which is 9 months from Admission.
Croft has agreed to hold on trust on behalf of Relevant Shareholders, the beneficial owners of the Poolbeg Shares, an omnibus share certificate representing all the Poolbeg Shares until the end of the Lock-up Period and to take certain limited actions with respect to the Poolbeg Shares. Following the expiry of the Lock-up Period Croft will deliver the share certificate to Poolbeg's registrar and will execute stock transfer forms to transfer the Poolbeg Shares to Relevant Shareholders based on a schedule to be provided to Croft by Poolbeg, and upon the registration of such Relevant Shareholders (or their respective personal representative, nominee or successor in title) as legal holders of such shares, Croft will be released from its obligations in relation to such trust arrangements