SLN.L Regulatory News (SLN)

24 Jun 2005 16:41

AIM24 June 2005 ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH AIM RULE 2 ALL APPLICANTS MUST COMPLETE THE FOLLOWING: COMPANY NAME:SR Pharma plcCOMPANY ADDRESS:26th Floor, Centre Point 103 New Oxford Street LondonCOMPANY POSTCODEWC1A 1DDCOUNTRY OF INCORPORATIONEngland and WalesCOMPANY BUSINESS:On 21 June 2005 the Company announced that it had entered into a conditional agreement to acquire Atugen AG abiotechnology company based in Berlin, Germany. By virtue of its size, this transaction constitutes a reversetake-over under the AIM Rules and as such requires the approval of SR Pharma shareholders. The Directors believethat the Acquisition is in the best interests of the Company and Shareholders as a whole and are seeking therequisite approval for the Acquisition at an extraordinary general meeting of the Company to be held on 11 July2005. SR Pharma was established to develop novel therapeutic applications based on the Company's proprietary M. vaccaetechnology. Although SR Pharma has been unable so far to demonstrate a clear therapeutic advantage for its M. vaccaeproducts, the Directors believe that these products have considerable potential in the oncology sector and ininflammatory conditions. Following a review of the Company's position, the Board took the decision in late 2004 to adopt a merger andacquisition strategy and, in particular, to target the acquisition of under-valued assets and businesses in order toaugment the Company's capabilities and provide a basis to re-evaluate M. vaccae in specific indications. Theproposed acquisition of Atugen is the first such transaction to come to fruition. Established in 1998, Atugen is a biotechnology company based in Berlin, Germany, which is developing RNAitherapeutics as a new class of drugs with a significant pharmaceutical market potential. Atugen has 34 staff,including a discovery research team, which has established core competencies in the field of siRNA therapeutics,where it is one of the market leaders. RNAi is a process whereby the production of disease causing proteins by atarget cell can be stopped by preventing the translation of the genes which encode them by inhibiting or "silencing"their function. This RNAi process can be initiated by the introduction into the target cell of synthetic shortinterfering RNA ("siRNA"). If Shareholders approve the acquisition of Atugen at the extraordinary general meeting, the Company's shares areexpected to be re-admitted to trading on AIM on 12 July 2005. DETAILS OF SECURITIES TO BE ADMITTED (i.e. where known, number of shares, nominal value and issue price to which itseeks admission and the number and type to be held as treasury shares)Up to 46,834,733 Ordinary Shares of 1p eachCAPITAL TO BE RAISED ON ADMISSION:NilFULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS:Directors: Iain Gladstone Ross (Chairman) Hugh Ronald Peter Reynolds (Non Executive Director) Jon Melvyn Davies (Finance Director) Iain Nils Hessey Rugheimer (Non Executive Director) Proposed Directors: Jeremy Curnock Cook (proposed Non-executive Director) David U'Pritchard (proposed Non-executive Director) Bernd Wetzel (proposed Non-executive Director)PERSON(S) INTERESTED IN 3% OR MORE OF THE ISSUER'S CAPITAL, EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITALSTATING WHETHER BEFORE OR AFTER ADMISSION:Before admission: Name % Bank Von Ernst & Cie 11.59 J L Stanford 9.08 G A W Rook 6.32 MAN Financial Limited 4.25 After admission Name % Apax Europe IV- A LP 26.28 MPM Asset Management 1998 LLC* 7.35 Novartis Forschungsstiftung 6.33 Technologie-Beteilgungs-Gesellschaft mbH 6.13 Bank Von Ernst & Cie 5.91 J L Stanford 4.63 G A W Rook 3.22 * MPM Asset Management 1998 LLC's holding includes shares held by BB BioVentures LP, MPM BioVentures Parallel FundLP and MPM Asset Management LLCNAMES AND ADDRESSES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (G) OF THE AIM RULES:NoneANTICIPATED ACCOUNTING REFERENCE DATE:31 DecemberEXPECTED ADMISSION DATE: 12 July 2005NAME AND ADDRESS OF NOMINATED ADVISER:Grant Thornton Corporate Finance Grant Thornton House Melton Street Euston Square London NW1 2EPNAME AND ADDRESS OF BROKER:HB-Corporate40 Marsh WallLondonE14 9TPDETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A STATEMENT THATTHIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES:The Admission Document will contain full details of the applicant and will be available from: Grant Thornton Corporate Finance Grant Thornton House Melton Street Euston Square London NW1 2EPDATE OF NOTIFICATION:24 June 2005NEW/ UPDATE (see note):NewQUOTED APPLICANTS MUST ALSO COMPLETE THE FOLLOWING: THE NAME OF THE AIM DESIGNATED MARKET UPON WHICH THE APPLICANT'S SECURITIES HAVE BEEN TRADED: THE DATE FROM WHICH THE APPLICANT'S SECURITIES HAVE BEEN SO TRADED: CONFIRMATION THAT, FOLLOWING DUE AND CAREFUL ENQUIRY, THE APPLICANT HAS ADHERED TO ANY LEGAL AND REGULATORYREQUIREMENTS INVOLVED IN HAVING ITS SECURITIES TRADED UPON SUCH A MARKET: AN ADDRESS OR WEB-SITE ADDRESS WHERE ANY DOCUMENTS OR ANNOUNCEMENTS WHICH THE APPLICANT HAS MADE PUBLIC OVER THELAST TWO YEARS (IN CONSEQUENCE OF HAVING ITS SECURITIES SO TRADED) ARE AVAILABLE: DETAILS OF THE APPLICANT'S STRATEGY FOLLOWING ADMISSION INCLUDING, IN THE CASE OF AN INVESTING COMPANY, DETAILS OFITS INVESTMENT STRATEGY: A DESCRIPTION OF ANY SIGNIFICANT CHANGE IN FINANCIAL OR TRADING POSITION OF THE APPLICANT, WHICH HAS OCCURRED SINCETHE END OF THE LAST FINANCIAL PERIOD FOR WHICH AUDITED STATEMENTS HAVE BEEN PUBLISHED: A STATEMENT THAT THE DIRECTORS OF THE APPLICANT HAVE NO REASON TO BELIEVE THAT THE WORKING CAPITAL AVAILIABLE TO ITOF ITS GROUP WILL BE INSUFFICIENT FOR AT LEAST TWELVE MONTHS FROM THE DATE OF ITS ADMISSION: DETAILS OF ANY LOCK-IN ARRANGEMENTS PURSUANT TO RULE 7 OF THE AIM RULES: A BRIEF DESCRIPTION OF THE ARRANGEMENTS FOR SETTLING THE APPLICANT'S SECURITIES: A WEBSITE ADDRESS DETAILING THE RIGHTS ATTACHING TO THE APPLICANT'S SECURITIES: INFORMATION EQUIVALENT TO THAT REQUIRED FOR AN ADMISSION DOCUMENT WHICH IS NOT CURRENTLY PUBLIC: A WEBSITE ADDRESS OF A PAGE CONTAINING THE APPLICANT'S LATEST ANNUAL REPORT AND ACCOUNTS WHICH MUST HAVE A FINANCIALYEAR END NOT MORE THEN NINE MONTHS PRIOR TO ADMISSION. THE ACCOUNTS MUST BE PREPARED ACCORDING TO UK OR US GAAP ORINTERNATIONAL ACCOUNTING STANDARDS. THE NUMBER OF EACH CLASS OF SECURITIES HELD IN TREASURY. This information is provided by RNS The company news service from the London Stock Exchange