ORPH.L Regulatory News (ORPH)

5 April 2017

Venn Life Sciences Holdings Plc

("Venn" or the "Company")

IPO of Integumen plc

Venn Life Sciences (AIM: VENN), a growing Contract Research Organisation (CRO) providing drug development, clinical trial management and resourcing solutions to pharmaceutical, biotechnology and medical device clients, announces that the issued share capital of Integumen Limited ("Integumen"), it's formerly 41.51% owned associate is being admitted to trading on the AIM market of the London Stock Exchange, today, 5 April 2017. Integumen has undertaken an equity placing to raise £2.25 million as part of the admission process. On admission Venn will own 42,244,672 ordinary shares in Integumen amounting to an interest of 25.59% of the issued share capital. The market capitalisation of Integumen on admission will be approximately £8.25 million based on the placing price of 5 pence per new ordinary share.

In October 2016 Venn announced that it had entered into a conditional agreement to sell its interest in Innovenn UK Limited to Integumen. The admission of Integumen to trading on AIM completes the restructuring by Venn of it's interest in its former innovation division, Innovenn. Innovenn was founded by Venn in 2014 as an innovation vehicle dedicated to the development and marketing of healthcare products and technologies. Integumen is a personal health company developing and commercialising technology and products for the human integumentary system that may improve physical appearance, hygiene and general health outcomes. It is focussed on technologies and products which are at an advanced stage of product development. It owns businesses in the areas of skin care, oral care and wound care. Integumen's head office is located in Dublin, and its registered office and laboratory is based in York. The main countries of operation are the U.K, Germany and the USA. For the 6 month period ended 30 June 2016 Integumen recorded a loss of £1.02 million (Integumen unaudited pro forma financial information per Aim admission document).

As part of the IPO fundraising Venn is participating alongside institutional and other investors and is subscribing for 8,000,000 new ordinary shares for a total cash consideration of £400,000 (the "Investment"). In addition to Venn's substantial shareholding in the issued share capital of Integumen Anthony Richardson, the CEO of Venn, is also non-executive chairman of Integumen. Accordingly the Investment is categorised as a related party transaction under the AIM and ESM Rules.

The Independent Directors, being Allan Wood, Jonathan Hartshorn, Gracielle Schutjens, Michael Ryan and Mary Sheahan, who are not related parties under the AIM Rules and ESM Rules for the purpose of the Investment, having consulted with Davy, the company's NOMAD and ESM adviser, for the purpose of the AIM Rules and ESM Rules, consider that the Investment is fair and reasonable insofar as the shareholders of the company are concerned. As a non-executive director of Integumen Anthony Richardson has not taken part in the Board's consideration of these matters. Upon Admission of Integumen's shares to trading Paul Kennedy retires from the Venn Board and joins the board of Integumen.

Chairman of Venn Allan Wood commented "we are excited about the independent future of Integumen as a separately listed entity and the value this could bring for shareholders. We also look forward to a productive trading relationship where Venn is well placed to handle the clinical, registration and other technical requirements of Integumen's expanding product and technology portfolio. "

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About Venn Life Sciences: Venn Life Sciences is a Contract Research Organisation providing drug development, clinical trial management and resourcing solutions to pharmaceutical, biotechnology and medical device organisations. With dedicated operations in France, Germany, the Netherlands, the UK, Ireland and Europe wide representation - Venn Life Sciences specialises in rapid deployment and management of multisite projects, across all phases.

Further information in relation to Venn Life Sciences www.vennlifesciences.com

Further information in relation to Integumen plc www.integumen.co.uk