16 Dec 2009 17:03
| 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: |
| SILENCE THERAPEUTICS PLC |
| COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES) : |
| COMPANY REGISTERED OFFICE ADDRESS: 22 Melton Street, London, NW1 2BW. COMPANY TRADING ADDRESS: The Royal Institution of Great Britain, 21 Albemarle Street, London, W1S 4BS. |
| COUNTRY OF INCORPORATION: |
| United Kingdom |
| COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26: |
| www.silence-therapeutics.com/index.php?option=com_content&task=view&id=73&Itemid=84 |
| 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: |
| The Boards of Silence Therapeutics plc (AIM: SLN) and Intradigm Corporation have announced the merger of their businesses to form a leading company in the field of RNAi (RNA interference). The enlarged company, to be called Silence Therapeutics, will have multiple RNAi discovery, development and delivery technologies, a broad internal and partnered product pipeline and a broad portfolio of intellectual property. The acquisition of Intradigm Corporation by Silence Therapeutics is being treated as a reverse takeover under AIM Rule 14. The Directors believe the merger will enable Silence Therapeutics to build a competitive offering and facilitate more deals of greater value with the pharmaceutical industry. In particular, the combined business will be able to offer potential partners a choice of technologies to deliver RNAi molecules to diseased tissue, one of the main challenges in the emerging field of RNAi therapeutics. In addition, the enlarged Silence Therapeutics will have the financial strength to exploit its technology by developing its own therapeutic candidates. The transaction will bring five strategic benefits for the enlarged group: - A broad platform of technologies capable of addressing the discovery, development and delivery of RNAi therapeutics. The combined companies' capabilities extend to all essential areas for short interfering RNA (siRNA) product development and in particular delivery, but also structure, chemistry and a diverse library of therapeutic siRNA sequences. - An advancing pipeline of internal and partnered product candidates. Four of the nine siRNA candidates currently in clinical development globally utilise Silence's technology. - A broad intellectual property portfolio, with protection covering all essential areas of RNAi therapeutic development, including target sequences, delivery and siRNA structural features. - An expanded scientific team and an experienced group of senior executives and board of directors. - Expanded financial support and stability to facilitate new growth opportunities. International shareholder base offers broader access to capital to enable internal growth and provide additional strength for the purpose of negotiating favorable strategic transactions in the sector. Iain Ross, currently chairman of Silence Therapeutics, will remain as Chairman of the enlarged company. Philip Haworth, Chief Executive of Intradigm, will become CEO of Silence Therapeutics and Klaus Giese will continue as Chief Scientific Officer of Silence Therapeutics. The board of the enlarged company will have eight members. Five of the nominated directors currently sit on the Board of Silence Therapeutics: Iain Ross, Jerry Randall, Annette Clancy, David U'Prichard and Melvyn Davies. The remaining three Board members are directors of Intradigm: James Topper, David Mack and Philip Haworth. The Company currently has operations in both the UK and Germany, where its main research and development activities are carried out. Following completion of the merger, the enlarged group will also have operations in the United States. |
| 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): |
| 279,891,452 Ordinary shares of 1 pence each at an issue price of 23p. |
| CAPITAL TO BE RAISED ON ADMISSION (IF APPLICABLE) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION: |
| £15,000,000 to be raised by way of a placing and subscription. Anticipated market capitalisation on admission: £64 million. |
| PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION: |
| 37.0% |
| DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM COMPANY HAS APPLIED OR AGREED TO HAVE ANY OF ITS SECURITIES (INCLUDING ITS AIM SECURITIES) ADMITTED OR TRADED: |
| N/A |
| 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): |
| Current Directors of the Company: Iain Ross, Chairman Melvyn Davies, Finance Director and Company Secretary Annette Clancy, Non-executive Director Jeremy Curnock Cook, Non-executive Director Jerry Randall, Non-executive Director Peter Reynolds, Non-executive Director Dr. David U'Prichard, Non-executive Director Prof. Dr. Bernd Wetzel, Non-executive Director Proposed Directors Dr. James Topper, Non-executive Director Dr. Philip Haworth, Chief Executive Officer Dr. David Mack, Non-executive Director Upon completion of the acquisition, Peter Reynolds, Bernd Wetzel and Jeremy Curnock Cook, currently non-executive Directors of Silence Therapeutics will resign from the Board. |
| 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): |
| % of issued share capital Significant Shareholder Prior to Admission Following Admission Credit Agricole Chevreux Ltd 4.76% 2.30% Fidelity International Ltd 4.29% 6.73% Gartmore Investment Ltd 5.92% 5.97% HBOS plc 4.96% 2.39% Insight Investments Ltd / SWIP 5.00% 3.00% WAM Strategy Portfolio (EUR) 3.04% 1.47% |
| NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES: |
| N/A |
| ANTICIPATED ACCOUNTING REFERENCE DATE DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited interim financial information) DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND 19: |
| (i) 31 December (ii) 30 June 2009 (iii) 30 June 2010, 30 September 2010 and 30 June 2011 |
| EXPECTED ADMISSION DATE: |
| 5 January 2010 |
| NAME AND ADDRESS OF NOMINATED ADVISER: |
| Nomura Code Securities Limited, 1 Carey Lane, London, EC2V 8AE |
| NAME AND ADDRESS OF BROKER: |
| Nomura Code Securities Limited, 1 Carey Lane, London, EC2V 8AE |
| 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: |
| Nomura Code Securities Limited, 1 Carey Lane, London, EC2V 8AE and on the Company's website at: www.silence-therapeutics.com/images/stories/news/2009/admission_document_091216.pdf |
| DATE OF NOTIFICATION: |
| 16 December 2009 |
| NEW/ UPDATE: |
| New |