Last checked at 1 Mar 2016 12:07
Venture Life Group PLC
("Venture Life" or the "Company")
Result of General Meeting and Issue of Equity
Bracknell, UK - 1 March 2016: Venture Life Group plc (AIM: VLG), the international consumer self-care group focused on developing, manufacturing and commercialising products for the ageing population, is pleased to announce that at its General Meeting today, held in connection with the proposed Placing, Convertible Bond Issue and proposed acquisition of Periproducts Limited (the "Proposals"), as announced on 12 February 2016, all resolutions were duly passed.
The 2,428,572 Placing Shares will be allotted and issued, credited as fully paid and will be identical to and rank pari passu in all respects with the Existing Ordinary Shares. Application has been made to the London Stock Exchange for the Placing Shares to be admitted to trading on AIM. It is expected that Admission will become effective and that dealings in the Placing Shares will commence at 8.00 a.m. on or around 3 March 2016.
The number of Ordinary Shares in issue and the total voting rights in the Company following the Placing will be 36,832,106. The Company does not hold any Ordinary Shares in treasury. This figure of 36,832,106 may be used by Shareholders as the denominator for the calculations by which they will determine whether they are required to notify their interest in, or a change to their interest in, the share capital of the Company under the Financial Conduct Authority's Disclosure and Transparency Rules.
The timetable of expected events for the Proposals is unchanged and is set out below. Unless otherwise defined herein, terms defined in the circular posted to shareholders on 12 February 2016 and available on the Company's website (www.venture-life.com/investor-relations/regulatory-news) shall have the same meanings in this announcement.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Convertible Bond auction closes | 4.30 p.m. on 2 March 2016 |
Admission to AIM of the Placing Shares | 8.00 a.m. on 3 March 2016 |
Completion of the acquisition of Periproducts Limited | 3 March 2016 |
CREST accounts to be credited for Placing Shares | 3 March 2016 |
Issue of Convertible Bond certificates | 4 March 2016 |
Expected date for posting of share certificates for Placing Shares (where applicable) | By 17 March 2016 |
For further information please contact:
Venture Life Group PLC
Jerry Randall, Chief Executive Officer +44 (0)1344 742 870
James Hunter, Chief Financial Officer
Panmure Gordon (UK) Limited (Nominated Adviser and Broker) Freddy Crossley +44 (0) 20 7886 2500
Peter Steel
Duncan Monteith Corporate Finance
Tom SalvesenCorporate Broking
Square1 Consulting
David Bick +44 (0)20 7929 5599
Brian Alexander
About Venture Life
Venture Life is an international consumer self-care company focused on developing, manufacturing and commercialising products for the ageing population. The Group's product range and pipeline currently includes food supplements for lowering cholesterol and maintaining brain function, dermo-cosmetics for addressing the signs of ageing, and medical devices for improving minor aches and pains, dry eyes and itchy skin. The products, which typically are recommended by pharmacists or healthcare practitioners, are available primarily through pharmacies supplied by the Group's international distribution partners.
Venture Life announced on 12 February 2016 a proposed placing and issue of convertible bonds in connection with the proposed acquisition of Periproducts Limited, an oral care products company with a range of premium products including mouthwashes, which are alcohol-free, and toothpastes.
Products in Periproducts' leading range, UltraDEX®, are used to treat bad breath, remineralise and whiten teeth and kill bacteria which cause plaque, which can in turn lead to tooth decay and gum disease. Incorporating patent protected and licensed intellectual property, the UltraDEX® products, including UltraDEX® Recalcifying & Whitening range, are regarded as being particularly effective at managing bad breath, as supported by clinical data evidencing efficacy. Completion of the acquisition of Periproducts, and the related Placing and issue of convertible bonds, are expected to take place on 3 March 2016.
Through its manufacturing company, Biokosmes, the Group also provides development and manufacturing services to companies in the medical devices and cosmetic sectors.
The Group's own branded products are currently sold or partnered in over 40 countries and currently include:
· food supplements to maintain brain function and memory;
· dermo-cosmetics for addressing the signs of skin ageing and hair loss, and
· medical devices for improving conditions such as minor aches and pains, dry eyes and itchy skin.
The Company has a healthy development pipeline including products in areas such as diabetes, cardiovascular health, obesity, cognitive function and skin ageing. Products coming from the pipeline will be expected to have intellectual property protection and be supported by independent clinical evidence of efficacy.