Ben Richardson, CEO at SulNOx, confident they can cost-effectively decarbonise commercial shipping. Watch the video here.
Understand perfectly, just wait and see, he said 90% plus of Poolbeg Pharma with be owned by Open Orphan shareholders. The remainder will be owned by the 5 current owners of Poolbeg. Cathal owns two thirds of these shares. 95% was best case, could be closer to 90%
Just confirming that current holding diluted by about 95% so current owners keep 5%, CF owns two thirds of this 5 % so getting nearly 50 % more than his 6.69% of Orph
Looking at all this from SGS view point. There is about to be an exponential growth period in CHIM work, the big pharma needing this also can use the many other services SGS offer. They are a full service CRO and more and CHIM is a glaring hole in their service offer. Many people see them as the eventual home for Open Orphan core business, but why would SGS want to wait for CF to complete all the noncore spinouts. Hence the huge flurry of New cos being set up to park the noncore to clear the way for the sale.
The cancellation of the deferred shares was especially interesting, totally unnecessary for the distributions they are planning to shareholders, but very common in a sales process...
With the lack of communication and everything happening in the background, I think this might be the last chance to see Cathal as CEO of Open Orphan. I have a feeling this will be a victory lap event where he explains how he managed to tie up the deal of the century that he revealed in the RNS that morning.
Forgot to add...
Antiviral taskforce are likely to be very interested in Immune modulator and may well be funding it's development. If it does work on covid it is exactly what they want. A pill you take at home to prevent severe symptoms. Unlike Synairgen's drug delivered by a nebuliser
1. Immune modulator spin out ready to go (Poolbeg)
2. Prep Transfer limited created for spin out
3. ConserV Biosciences created for Imutex spin out
4. Deferred shares all cancelled, they are used for director remuneration and won't be needed
5. EMA & MRA & FDA all looking to make CHIM trials standard evidence upping Orph value
6. SGS potential buyer about to open 45 bed Quarantine facility and only have two CHIMs they can run when market is about to rocket
7. Orph not investing own cash in new facilities - no need if bigger player is about to buy you
8. Lots of good news seemingly held back - no impetus to share news if a sale is in the making
Only lose end is DIM spin-off... But this would be very attractive to SGS if you look into the underlying IP around Pathomics that hVivo patented
In a nutshell, Cathal has 66% of Poolbeg, it will be diluted (unclear buy how much), after spin off he will own his diluted 66% and his 6.69% as an Orph holder.
Do others have a different reading of this information?
IR responded.
My message:
Hi
I'm an investor in Open Orphan. Please can you explain the financial relationships Cathal Friel has with Poolbeg Pharma Limited.
If open Orphan were to use Poolbeg Pharma Limited as a vehicle for one of the spinouts, can you explain how Cathal Friel's current 6.69 % holding of open Orphan would change in the % of the newco given he has 66 % of the shares of Poolbeg?
Would Cathal Friel end up with more than 6.69% of the shares of the spun-out newco before further dilution from fundraising?
Many thanks
IR response:
Cathal’s current holding in the corporate vehicle that the Development IP assets will potentially be put into before seeking admission to AIM is preliminary. After the assets are put into the vehicle, Cathal’s holding will be diluted as these assets are owned by ORPH shareholders who will receive shares in the new vehicle via a distribution in specie. Additionally, there will be further dilution of Cathal’s holding following the fundraising as part of the AIM admission process.
Kind regards,
Louis
Yes, I sold a small amount of Orph, bought nano at 16p, sold as it was falling at 25p, missed the peak of 30p. In the meantime Orph went up any way so only made a small profit of 10% overall as I bought back into Orph for the spin-offs. Was considering more Nano but Orph had more imminent potential, Nano might take until the autumn to really fly.
But how is this relevant to discussion of Orph, that's my point, and the comment about my engineering background by earache, what does that bring?
If you're interested I found Nano via the companies Eskers follows on twitter.
Barwickman, you think asking questions is a problem?
I'm holding and no intention to sell, been in since 2018 in hVivo. Essentially the core business is reason enough to stay and wait for the sale.
Doesn't mean that I don't want to get my fair share of the hVivo assets that are being striped and sold. Asking if people in the company might benefit more than shareholders in these spinouts is a legitimate question.
What will hopefully be revealed is that the Poolbeg team have fronted some money and so would rightfully be due their fair return.
The previous post about the £5k nominal value of Poolbeg shares isn't really relevant. Open Orphan shares have a nominal value far below their current value. So nominal value doesn't say much about how much is money has been invested and what that says about the current value of Poolbeg shares.
I know we will find out in due course, but I'm keen for us all to get a fair share before all the details are sewn up.
barwickman I'm not asking a mate about his personal life and posting it on the internet. I'm asking a listed company that I'm invested in about an upcoming significant transaction. Open Orphan just published their New articles of association and it's possible that if CF stands to benefit beyond his holding in Open Orphan shares, that it would require board approval and he could be excluded from votes on the issue.
Good company Nanoco. Long wait for the big payout though.
"Hmm ... Chemical engineer, eh? Says it all."
What exactly is your contribution to this board with this post?
In other news, I've emailed IR about the relationship between CF and Poolbeg in the potential Spinout and how he would benefit personally. I'll post the response here
The IR response States that current owners of Poolbeg will be diluted by existing Orph holders being awarded shares in the New co. As a 66% holder of Poolbeg, even after dilution, Cathal will own more of the newco than the 6.69% he currently has of Open Orphan. There was mention of him investing £500k of his own cash in a spin-off, that could mean that the 5 Poolbeg owners have stumped up £750k between them.
The level of dilution will indicate the value attributed to the assets from Orph if £750k is the current value of Poolbeg as a cash shell.
Does newco being privately two thirds Owned by the CEO count as arms length?
Don't think IR would respond. If I was them I'd say Poolbeg Pharma is private, and Orph Pharma Limited held no assets and is now private so it is none of their business (for now at least).
Jimzi is the ownership structure of the two companies typical for a pre float company? These 5 share holders own the shares of the two companies. This is a serious question as I assume from your post you are very familiar with such matters
Trying to create debate about this unusual structure where there is none yes.
Orph Pharma Limited and Orph Pharma IP Limited were both owned by Open Orphan originally. It's these 4 other shareholders and the distribution of shares among them that Needs some explanation.
We wouldn't get to vote on each disposal, we already voted to give the company the ability to dispose of assets.
No post I've read has explained this ownership structure
These 5 own both companies and Orph Pharma IP Limited (owned by Open Orphan for now) registered Poolbeg Pharma as a trademark, and also took over the patent for the immune modulator.
I'm wondering how they might end up benefiting from the immune modulator IP and how this is in the interests of all shareholders, not just Cathal who owns two thirds of Poolbeg Pharma and Orph Pharma Limited and only 8% of Open Orphan.
#ORPH Ownership of Orph Pharma Limited shares now matches that of Poolbeg Pharma Limited, same 5 share holders same number of shares https://t.co/zYs53vWtt6
Bronxville no ulterior motive, I'm just a long-term holder with a lot of money invested who is very intrigued about the complex connections between all these companies. Sparking debate and questions is the point of these forums isn't it?