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Schedule One - Ven Life Sciences Holdings plc

14 Jun 2019 11:00

RNS Number : 3315C
AIM
14 June 2019
 

 

ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM RULES")

COMPANY NAME:

 

Venn Life Sciences Holdings plc

 

COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES) :

 

Registered Office:

 

PO Box W1J 6BD, Berkley Square House, 2nd Floor, Mayfair, London, W1J 8DJ

 

Trading Office:

 

19 Railway Road, Dalkey, Dublin, Ireland

 

COUNTRY OF INCORPORATION:

 

England and Wales

 

COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:

 

www.vennlifesciences.com/ and with effect from Admission, www.openorphan.com

 

COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING POLICY). IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED:

 

This is a reverse takeover under Rule 14.

 

Open Orphan is Clinical Research Organisation that specialises in rare and orphan drugs. The headquarters are in Dublin, Ireland and the company also has offices in France, the Netherlands and Germany.

 

DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFER OF THE SECURITIES (i.e. where known, number and type of shares, nominal value and issue price to which it seeks admission and the number and type to be held as treasury shares):

 

Number of ordinary shares of 0.1 pence each in nominal value ("Ordinary Shares") for which Admission will be sought: 253,493,259

 

Placing price per Ordinary Share: 5.6 pence

 

The are no restrictions as to the transferability of the Ordinary Shares and no Ordinary Shares will be held in treasury.

 

CAPITAL TO BE RAISED ON ADMISSION (AND/OR SECONDARY OFFERING) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:

 

Capital to be raised on admission: £4.5 million

 

Anticipated market capitalisation on admission: £14.1 million

 

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

 

31.1%

 

DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM SECURITIES (OR OTHER SECURITIES OF THE COMPANY) ARE OR WILL BE ADMITTED OR TRADED:

 

Euronext Growth

 

FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the first name by which each is known or including any other name by which each is known):

 

Directors:

 

Brendan Buckley, Non-executive Chairman

Cathal Friel, Chief Executive Officer

Christian Milla, Chief Operating Officer

Tony Richardson, Corporate Development Officer

Michael Ryan, Senior non-executive Director

 

Proposed Director:

 

Maurice Treacy, Executive Director

 

FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER ADMISSION (underlining the first name by which each is known or including any other name by which each is known):

 

Before Admission

 

Name

Number of Ordinary Shares

Percentage of issued share capital

Livingbridge VC LLP

13,081,337

18.3%

Kees Groen

4,780,320

6.7%

Calculus

4,696,461

6.6%

 

After Admission

 

Name

Number of Ordinary Shares

Percentage of issued share capital

Cathal Friel

41,046,981

16.2%

Tony Richardson

16,313,388

6.4%

Livingbridge VC LLP

13,081,337

5.2%

Miton Asset Management

8,928,571

3.5%

Crux Asset Management

8,928,571

3.5%

Brendan Buckley

7.845,860

3.1%

 

 

NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES:

 

n/a

 

(i) ANTICIPATED ACCOUNTING REFERENCE DATE

(ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited interim financial information)

(iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND 19:

 

(i) 31 December

(ii) 31 December 2018

(iii) 30 June 2019 due 30 September 2019, 31 December 2019 due 30 June 2020, 30 June 2020 due September 2020

 

EXPECTED ADMISSION DATE:

 

28 June 2019

 

NAME AND ADDRESS OF NOMINATED ADVISER:

 

Arden Partners plc

125 Old Broad Street

London

EC2N 1AR

 

NAME AND ADDRESS OF BROKER:

 

Arden Partners plc

125 Old Broad Street

London

EC2N 1AR

 

 

OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES:

A copy of the admission document containing full details about the applicant and the admission of its securities will be available on the Company's website, www.vennlifesciences.com

 

THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO APPLY

 

The QCA Corporate Governance Code 2018 published by the Quoted Companies Alliance

 

DATE OF NOTIFICATION:

 

14 June 2019

 

NEW/ UPDATE:

 

New

 

 

 

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.
 
END
 
 
PAAGGUGWQUPBUBC
Date   Source Headline
30th Jan 201511:57 amRNSHolding(s) in Company
28th Jan 201512:05 pmRNSGrant of Options
6th Jan 20157:00 amRNSDirectorate Change
23rd Dec 20147:00 amRNSYear End Update
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20th Nov 20147:00 amRNSInnovenn commences production at new facilities
11th Nov 20147:00 amRNSEUR1.4m contract win with US firm
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30th Sep 20147:01 amRNSStrategic Investment in InnoVenn
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8th Sep 20143:00 pmRNSIssue of Consideration Shares
8th Sep 20147:00 amRNSEUR2.4m contract for pan-European coronary study
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24th Jun 20147:00 amRNSAGM Statement
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13th Mar 20141:00 pmRNSUpdate of Evocutis plc acquisition
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26th Feb 20147:00 amRNSAcquisition of the trading assets of Evocutis PLC
26th Feb 20147:00 amRNSCirc re. Disposal and Notice of GM
13th Jan 20147:00 amRNSUpdate re: Aquisition of German based CRO
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29th Nov 201312:16 pmRNSHolding(s) in Company
31st Oct 20137:00 amRNSAcquisition
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3rd Oct 201312:55 pmRNSDirector's Dealing
2nd Oct 20132:17 pmRNSChange of Registered Office
27th Sep 20137:00 amRNSInterim Results
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13th Jun 20137:00 amRNSFinal Results
17th May 20137:00 amRNSInnovation division launch & co-development
7th May 20138:36 amRNSHolding(s) in Company
26th Apr 20137:09 amRNSProject wins
9th Apr 20137:00 amRNSSenior Management Appointments
14th Mar 20137:00 amRNSBoard Appointment
5th Mar 20131:19 pmRNSHolding(s) in Company
28th Feb 201312:47 pmRNSDirector/PDMR Shareholding
21st Feb 20139:49 amRNSDirector/PDMR Shareholding
7th Feb 20137:00 amRNSVenn Life Sciences expands into Russia
14th Dec 20127:00 amRNSAdmission to trading on AIM

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