Last checked at 22 Apr 2015 07:00
ValiRx Plc
('ValiRx' or the 'Company')
NOTICE OF ANNUAL GENERAL MEETING AND PROPOSED CAPITAL REORGANISATION
London, UK, 22 April 2015 - ValiRx Plc (AIM: VAL), a life science company with a focus on cancer therapeutics and diagnostics for personalised medicine, today announces that its Annual Report and Accounts for the year ended 31 December 2014 together with the Notice of Annual General Meeting (the 'Notice') will be posted to shareholders later today. Copies of both documents are available on the Company's website, www.ValiRx.com.
Also to be considered by shareholders at the meeting and detailed in the Notice are proposals for a capital reorganisation, which comprises a consolidation and sub-division of shares ("Capital Reorganisation"), which will reduce the number of existing ordinary shares to a level more in line with other comparable AIM-traded companies.
The proposed Capital Reorganisation will consist of two elements:
• every 125 existing ordinary shares of 0.1 pence each ("Existing Ordinary Shares") will be consolidated into one consolidated share of 12.5 pence ("Consolidated Share") ("Consolidation"); and
• immediately following the Consolidation, each Consolidated Share will then be sub-divided into one new ordinary share of 0.1 pence ("New Ordinary Share") and one new deferred share of 12.4 pence ("New Deferred Share") ("Sub-Division").
The Company's issued share capital currently consists of approximately 3.7 billion Existing Ordinary Shares. This number of shares in issue is considerably higher than the majority of companies on AIM, and the Board believes this affects investor perception of the Company. The Directors believe that the Capital Reorganisation should improve the marketability of ordinary shares to a range of investors, including institutional investors.
The purpose of the Sub-Division is to retain the nominal value of 0.1 pence each per New Ordinary Share, which is the current nominal value of each of the Existing Ordinary Shares.
Further details of the Capital Reorganisation will be set out in a circular to shareholders containing the Notice ("Circular"), which will be posted later today.
The Capital Reorganisation is subject to the approval of shareholders at the Annual General Meeting, which is to be held at 2.00 p.m. on 15 May 2015 at the offices of Nabarro LLP at 125 London Wall London EC2Y 5AL. If the resolutions are passed, the Capital Reorganisation will become effective immediately following close of business on that date, and trading in the New Ordinary Shares is expected to begin at 8.00 a.m. on 18 May 2015.
The New Ordinary Shares arising upon implementation of the Capital Reorganisation will have the same rights as the Existing Ordinary Shares including voting, dividend and other rights.
The New Deferred Shares will have the same rights as the existing deferred shares of 0.9 pence and 5 pence respectively.
In the event that resolutions in respect of the Capital Reorganisation are passed at the Annual General Meeting, it is expected that there will be 30,177,214 New Ordinary Shares in issue following completion of the Capital Reorganisation.
Following the Capital Reorganisation, the Company's new ISIN Code will be GB00BWWYSP41 and its new SEDOL Code will be BWWYSP4.
The expected timetable of principal events is set out below. The dates and times are indicative only and subject to change. Any changes to the indicative timetable information will be notified by a regulatory announcement.
2015 | |
Latest time and date for receipt of the Forms of Proxy | 2:00pm on 13 May |
Annual General Meeting | 2.00 p.m. on 15 May |
Latest time and date for dealings in Existing Ordinary Shares | 4.30 p.m. on 15 May |
Record time and date for the Consolidation and Sub-Division ("Record Date") | 5.00 p.m. on 15 May |
Admission effective and commencement of dealings in the New Ordinary Shares | 8.00 a.m. on 18 May |
CREST accounts credited with the New Ordinary Shares in uncertificated form | 18 May |
Despatch of definitive certificates for New Ordinary Shares (in certificated form) | On or around 26 May |
Notes: (1) The dates set out in the timetable above may be subject to change. (2) If any of the above times or dates should change, the revised times and/or dates will be notified by an announcement to a regulatory information service. (3) To facilitate the Capital Reorganisation, it is expected that immediately prior to the Record Date, a further five new ordinary shares will be allotted to the Company Secretary, which will be held on trust for the Company, to ensure that the number of Existing Ordinary Shares is exactly divisible by 125.
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For more information, please contact:
ValiRx Plc | Tel: +44 (0)20 3008 4416 |
Dr Satu Vainikka | www.ValiRx.com |
Cairn Financial Advisers LLP (Nominated Adviser) | Tel: +44 (0)20 7148 7900 |
Liam Murray / Avi Robinson | |
Daniel Stewart & Company Plc (Broker) | Tel: +44 (0)20 7776 6550 |
Martin Lampshire
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Peckwater PR | Tel: +44 (0)7879 458 364 |
Tarquin Edwards | tarquin.edwards@peckwaterpr.co.uk |
Notes for Editors
ValiRx Plc
ValiRx Plc is a biopharmaceutical company developing novel technologies and products in oncology therapeutics and diagnostics. The product focus is in the epigenomic analysis and treatment of cancer, but the technologies can be applied to other fields as well, such as neurology and inflammatory diseases.
The Company has undertaken to develop a novel and groundbreaking class of therapeutics across a number of fields in oncology and has taken its lead compound, Val201, into Phase I/II clinical trials. The Company listed on the Alternative Investment Market ("AIM") of the London Stock Exchange in October 2006.
The Company has a pipeline of other therapeutic drugs, which are currently progressing towards clinical trials. The product focus is in the targeted analysis and treatment of cancer, but the technologies can be applied to other fields as well, such as neurology and inflammatory diseases.
It actively manages projects within its portfolio as a trading company. The ValiRx business model spreads the risks of life science technology development by minimising financial exposure and running a set of projects to defined commercial endpoints. This maximises returns to shareholders by adding value at the earlier stages where value increases per investment unit are the greatest.
The Company operates through the following divisional companies:
1. ValiPharma is the therapeutics division, with two embedded technologies primarily directed at the treatment of cancers.
2. ValiFinn is the biomarkers and diagnostic development division. ValiRx acquired through its ValiFinn subsidiary, the complimentary TRAC technology later in the year to strengthen the portfolio.
3. ValiSeek is a joint venture between ValiRx and Tangent Ltd to develop Val401 in lung cancer and potentially other indications.