AIM Schedule 1 update - 3Legs Resources plc (8337R)

TIDM3LEG

RNS Number : 8337R

AIM

11 March 2016

 
       ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT 
        PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2 
        OF THE AIM RULES FOR COMPANIES ("AIM RULES") 
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 COMPANY NAME: 
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 3Legs Resources plc (to be renamed SalvaRx Group 
  PLC with effect from Admission) ("the Company") 
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 COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, 
  COMPANY TRADING ADDRESS (INCLUDING POSTCODES): 
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 Commerce House 
  1 Bowring Road 
  Ramsey 
  Isle of Man IM8 2LQ 
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 COUNTRY OF INCORPORATION: 
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 Isle of Man 
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 COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION 
  REQUIRED BY AIM RULE 26: 
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 current website www.3legsresources.com 
  from Admission, assuming change of name www.salvarx.io 
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 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: 
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 The Company is proposing to acquire, subject 
  to shareholder approval, the issued share capital 
  of SalvaRx Limited ("SalvaRx") not already owned 
  by it for an aggregate consideration of GBP8.8 
  million to be satisfied by the issue of new 
  ordinary shares in the Company. The acquisition 
  constitutes a reverse takeover under AIM Rule 
  14 and, if approved by shareholders, will have 
  the effect of changing the status of the Company 
  from an investing company to an operating company. 
  The so enlarged group's operations would thereafter 
  constitute exclusively those of SalvaRx and 
  its subsidiary iOx Therapeutics Limited ("iOx"). 
 
  SalvaRx's objective is to build a drug development 
  business focused on the specialist area of cancer 
  immunotherapy. Its only material asset is a 
  60.49 per cent. interest in iOx which was formed 
  by Oxford University and the Ludwig Institute 
  for Cancer Research. iOx is developing compounds 
  under licence from the Ludwig Institute that 
  have been found to have the ability to activate 
  invariant natural killer T-cells, which scientists 
  suggest play a crucial role in anti-cancer immune 
  responses. 
 
  SalvaRx is actively screening for further acquisitions 
  or investments in cancer immunotherapy and complementary 
  areas of oncology. 
 
  The Company subscribed for an 11.14 per cent. 
  interest in SalvaRx in September 2015. The other 
  shareholders of SalvaRx are Jim Mellon and Dr 
  Greg Bailey, who are both directors and (directly 
  and indirectly) substantial shareholders of 
  the Company. 
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 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): 
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 36,466,619 Ordinary Shares of 2.5p each 
  No restrictions on the transfer of securities 
  No shares held in treasury 
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 CAPITAL TO BE RAISED ON ADMISSION (IF APPLICABLE) 
  AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION: 
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 Capital to be raised on Admission: GBP1.95 million 
  Anticipated market capitalisation on Admission: 
  GBP12.95 million 
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 PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS 
  AT ADMISSION: 
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 Estimated at 73.4 per cent. 
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 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: 
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 N/A 
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 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): 
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 Directors 
  Richard James Armstrong (Non-Executive Chairman) 
  Colin Lawrence Weinberg (Non-Executive Director) 
  James (Jim) Mellon (Non-Executive Director) 
  Dr Gregory (Greg) Hugh Bailey (Non-Executive 
  Director) 
 
  Proposed Directors 
  Ian Brent Walters (Chief Executive Officer) 
  Kamlesh (Kam) Shah (Chief Financial Officer) 
 
  On Admission, Jim Mellon will replace Richard 
  Armstrong as Non-Executive Chairman (with Richard 
  Armstrong continuing as a Non-Executive Director 
  of the Company). 
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 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): 
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                              Prior to    Following 
                              Admission    Admission 
                                    (%)          (%) 
 
    James (Jim) Mellon            14.97        36.53 
    Dr Gregory (Greg) 
     Hugh Bailey                  14.97        36.53 
    British Polar Engines 
     Ltd                          13.94         2.36 
    Pires Investments 
     plc                           5.58         0.95 
    Vela Technologies 
     plc                           3.80         0.64 
    Hon & Co Holdings 
     Limited                          -         5.79 
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 NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE 
  WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES: 
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 None 
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 (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: 
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      (i) 31 December 
       (ii) 30 September 
       (iii) 30 June 2016 (in respect of the period 
       ended 31 December 2015) 
       30 September 2016 (in respect of the 6 months 
       ended 30 June 2016) 
       30 June 2017 (in respect of the 12 months ended 
       31 December 2016) 
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 EXPECTED ADMISSION DATE: 
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 22 March 2016 
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 NAME AND ADDRESS OF NOMINATED ADVISER: 
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 Northland Capital Partners Limited, 131 Finsbury 
  Pavement, London EC2A 1NT 
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 NAME AND ADDRESS OF BROKER: 
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 Northland Capital Partners Limited, 131 Finsbury 
  Pavement, London EC2A 1NT 
 
  Peterhouse Corporate Finance Limited, 3(rd) 
  Floor, New Liverpool House, 15 Eldon Street, 
  London EC2M 7LD (Joint Broker) 
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 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: 
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 The admission document, which will include full 
  details about the applicant and the admission 
  of its securities, will be available from the 
  Company's website, www.3legsresources.com (or, 
  assuming change of name, www.salvarx.io from 
  Admission) and from the Company's registered 
  office at Commerce House, 1 Bowring Road, Ramsey, 
  Isle of Man IM8 2LQ. 
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 DATE OF NOTIFICATION: 
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 11 March 2016 
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 NEW/ UPDATE: 
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 UPDATE 
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The company news service from the London Stock Exchange

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March 11, 2016 04:19 ET (09:19 GMT)