Last checked at 17 Jan 2017 10:40
Onzima Ventures plc
("Onzima" or the "Company")
Proposed Acquisition, Strategic Update
and
Appointment of Nominated Adviser and Broker
Onzima is pleased to announce that it has agreed in principle terms conditionally to acquire the 51 per cent. of the issued shares of N4 Pharma Limited ("N4 Pharma") which it does not already own (the "Proposed Acquisition"). The consideration for the Proposed Acquisition will be satisfied by the issue of 36,409,210 new ordinary shares of 0.1p each in the capital of Onzima ("Ordinary Shares"). It is intended that at the same time the Company will seek to raise approximately £3.0 million by way of a placing of new Ordinary Shares to fund development of additional patented reformulations of a wider range of generic drugs, to undertake clinical trials for the Company's reformulation of Sildenafil and for working capital purposes.
The Proposed Acquisition will be classified as a reverse takeover under the AIM Rules for Companies and, as a result, is subject to the publication of an admission document in respect of the Company as enlarged by N4 Pharma setting out full details of the Proposed Acquisition and convening a general meeting of the Company where shareholders' approval will be sought for, among other things, the Proposed Acquisition and to change the Company's name to N4 Pharma plc (the "Admission Document").
Onzima is gradually monetising its share portfolio to provide funds for the continued development of N4 Pharma and the costs of the Proposed Acquisition. Following completion of the Proposed Acquisition, its trading division will cease to exist. Onzima has today agreed to increase its loan facility to N4 Pharma from £209,000 to £309,000.
In anticipation of the Proposed Acquisition, the Company has appointed Stockdale Securities Limited as its nominated adviser and broker with immediate effect.
It is expected that, subject to the completion of satisfactory due diligence, preparation of the requisite documentation and obtaining shareholders' approval, the Proposed Acquisition will be completed in mid-April 2017 ("Completion"). On Completion, it is expected that new directors will be appointed to the board of Onzima, including Nigel Theobald, the founder and Chief Executive of N4 Pharma, and that Professor Mughal and Gavin Burnell will step down as directors of the Company.
It is expected that the temporary suspension of trading on AIM in the Ordinary Shares will remain until Completion.
Further announcements will be made in due course.
For further information please contact:
Onzima Ventures plc Tel: +44 (0) 207 264 4405Gavin Burnell, Luke Cairns
Stockdale Securities Limited Tel: +44 (0) 20 7601 6100Tom Griffiths