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1 May 2019 11:00
1 May 2019
Venn Life Sciences Holdings Plc
("Venn" or the "Company")
Integumen plc ("Integumen") Debt Conversion - Related Party Transaction
Venn Life Sciences, an Integrated Drug Development Partner offering a combination of drug development expertise and clinical trial design and management to pharmaceutical, biotechnology and medical device organisations, announces, that following the approval of Integumen shareholders and under the terms of the Venn Debt Conversion Agreement the debt of £421,000 owed by Integumen, has been converted into 30,071,428 new Integumen ordinary shares at a price of 1.4 pence, conditional upon admission.
Separate to this conversion, Venn has sold 42,244,682 ordinary shares for a total consideration of €575,000. Following Admission of the conversion shares referred to above, Venn will hold 30,071,428 ordinary shares.
Venn has agreed that any disposal of Integumen ordinary shares held by them for the two years following Admission will be effected through Integumens broker so as to ensure an orderly market in the ordinary shares.
The debt conversion is a related party transaction for the purposes of Rule 13 of the AIM Rules for companies. As Tony Richardson is Integumens Chairman, the Chief Executive of Venn, and therefore is not considered to be independent for the purposes of considering and negotiating the Venn Debt Conversion Agreement. The Directors (other than Tony Richardson) consider, having consulted with Arden Partners plc, the Company's nominated adviser, that the terms of the Venn Debt Conversion Agreement and conversion by Venn are fair and reasonable in so far as its Shareholders are concerned.
Enquiries:
Venn Life Sciences Holdings plc Tel: +353 1 5499 341Tony Richardson, Chief Executive Officer
Arden Partners plc Tel: +44 (0)2076145900
John Llewellyn-Lloyd, Ruari McGirr, Benjamin Cryer
Davy (ESM Adviser and Joint Broker) Tel: +353 (0)1 679 6363Fergal Meegan / Matthew de Vere White (Corporate Finance)
DEFINITIONS
The following words and expressions shall have the following meanings in this document unless the context otherwise requires:
"Venn Debt Conversion Agreement" | the agreement dated 11 April 2019 between (1) the Company and (2) Venn to convert the Venn Debt into the Venn Debt Shares |
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