Fastnet Equity PLC ESM Schedule 1 (6210T)

TIDMFAST

RNS Number : 6210T

Fastnet Equity PLC

31 March 2016

Pre-Admission Announcement

ESM Schedule 1

 
Announcement to be made by the ESM Applicant prior 
 to admission in accordance with 
 rule 2 of the ESM Rules for Companies 
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All Applicants must complete the following 
Company name FASTNET EQUITY PLC TO BE RENAMED AMRYT PHARMA PLC 
Company registered address and if different, company 
 trading address (including postcodes) 
Ivybridge House, 1 Adam Street, London WC2N 6LE 
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Country of incorporation 
 England and Wales 
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Company website address containing all information 
 required by rule 26 in the ESM Rules 
 for Companies 
www.fastnetequity.com to become www.amrytpharma.com 
 following Admission 
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Company business (including main country of operation) 
 or, in the case of an investing company, details 
 of its investing strategy. If the admission is 
 sought as a result of a reverse takeover under 
 rule 14 of the ESM Rules for Companies, this should 
 be stated 
 
  The Company has since 28 August 2015, been classified 
  as an investing company under Rule 15 of the ESM 
  Rules for Companies ("ESM Rules"). On 30 March 
  2016 the Company entered into a conditional agreement 
  to acquire the entire issued share capital of Amryt 
  Pharmaceuticals Designated Activity Company ("Amryt") 
  for consideration of GBP29.6 million to be satisfied 
  by the issue of 123,495,096 consideration shares. 
  In addition, the Company is proposing to raise 
  GBP10.0 million (before expenses) through a conditional 
  placing of 41,673,402 new ordinary shares (following 
  a capital reorganisation) at 24 pence per new ordinary 
  share ("Placing Price"). 
 
  Amryt was incorporated in August 2015 as a platform 
  to acquire, build, develop and subsequently monetise 
  a pipeline of patent protected, commercially attractive, 
  proprietary drug candidates targeting best in class 
  performance chosen to meet the orphan drug designation 
  criteria. Since incorporation, Amryt has received 
  investment totalling EUR2.0 million to finance 
  due diligence on potential target businesses and 
  as working capital. In line with its strategy, 
  Amryt has entered into agreements, conditional, 
  inter alia, on admission, to acquire the entire 
  issued share capital of each of Birken AG, SomPharmaceuticals 
  S.A and Somtherapeutics, Corp. Birken is a revenue 
  generating pharmaceutical development and manufacturing 
  company based in Germany. 
 
  The main country of operations will be Ireland. 
 
  The acquisition of Amryt constitutes a reverse 
  takeover under the AIM Rules and ESM Rules. As 
  a consequence, the current directors are seeking 
  shareholder approval for the proposals at a general 
  meeting. 
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Details of securities to be admitted including 
 any restrictions as to transfer of securities (i.e. 
 where known, number of shares, nominal value and 
 issue price to which it seeks admission and the 
 number and type to be held as treasury shares) 
208,339,632 ordinary shares of 1.0p each ("Ordinary 
 Shares") at a placing price of 24p per Ordinary 
 Share 
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Capital to be raised on admission (if applicable) 
 and anticipated market capitalisation on admission 
Placing of 41,673,402 Ordinary Shares at 24p per 
 Ordinary Share to raise GBP10.0 million 
 
 Approximate market capitalisation of GBP50.0 million 
 on admission at the Placing Price 
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Percentage of ESM securities not in public hands 
 on admission 
 
  37.4% 
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Details of any other exchange or trading platform 
 to which the ex securities (or other securities 
 of the company) are or will be admitted or traded 
AIM, a market regulated by the London Stock Exchange 
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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) 
Existing Board 
 Cathal Martin Friel Non-executive Chairman 
 John Michael Edelson Non-executive Director 
 Michael Henry Nolan Non-executive Director 
 Harry Thomas Stratford Non-executive Director 
 
 New Board (from Admission) 
 Harry Thomas Stratford Non-executive Chairman 
 Joseph (Joe) Amrit Wiley CEO 
 Rory Peter Nealon CFO/COO 
 Ray Thomas Stafford Non-executive Director 
 Anthony James Culverwell Non-executive Director 
 Cathal Martin Friel Non-executive Director 
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Full names and holdings of significant shareholders, 
 expressed as a percentage of the issued ordinary 
 share capital, before or after admission (underlining 
 the first name by which each is known or including 
 any other name by which each is known) 
 
 
 
 
 
 
            Significant Shareholders: 
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                    Prior to Re-Admission(1)                                    On Re-Admission 
--------------  -------------------------------   --------------  ------------------------------------------- 
 Shareholder        Number        Percentage          Number         Number          Total        Percentage 
                  of Existing     of existing           of         of Placing        Number      of Enlarged 
                   Ordinary          share        Consideration      Shares          of New         Share 
                    Shares          capital           Shares                        Ordinary       Capital 
                                                                                     Shares 
--------------  -------------  ----------------  ---------------  ------------  --------------  ------------- 
 Software 
  AG-Stiftung             NIL               NIL       36,937,234     6,608,333      43,545,567         20.90% 
--------------  -------------  ----------------  ---------------  ------------  --------------  ------------- 
 Cathal 
  Friel(2)         39,751,525            11.51%       28,108,407           NIL      33,077,347         15.88% 
--------------  -------------  ----------------  ---------------  ------------  --------------  ------------- 
 Joseph 
  Wiley                   NIL               NIL       20,442,478       330,417      20,772,895          9.97% 
--------------  -------------  ----------------  ---------------  ------------  --------------  ------------- 
 Axa 
  Framlington 
  Investment 
  Managers                NIL               NIL              NIL    20,625,000      20,625,000          9.90% 
--------------  -------------  ----------------  ---------------  ------------  --------------  ------------- 
 Rory 
  Nealon                  NIL               NIL        8,130,531     1,312,500       9,443,031          4.53% 
--------------  -------------  ----------------  ---------------  ------------  --------------  ------------- 
 Alan 
  Harris                  NIL               NIL        8,869,090           NIL       8,869,090          4.26% 
--------------  -------------  ----------------  ---------------  ------------  --------------  ------------- 
 Hargreaves 
  Lansdown 
  Stockbrokers     34,969,794            10.13%              NIL           NIL       4,371,224          2.10% 
--------------  -------------  ----------------  ---------------  ------------  --------------  ------------- 
 Dolmen 
  Stockbrokers     26,531,455             7.68%              NIL           NIL       3,316,432          1.59% 
--------------  -------------  ----------------  ---------------  ------------  --------------  ------------- 
 TD Waterhouse 
  Stockbrokers     22,301,580             6.46%              NIL           NIL       2,787,698          1.34% 
--------------  -------------  ----------------  ---------------  ------------  --------------  ------------- 
 Barclays 
  Personal 
  Investment 
  Management       16,251,910             4.71%              NIL           NIL       2,031,489          0.98% 
--------------  -------------  ----------------  ---------------  ------------  --------------  ------------- 
 Halifax 
  Share 
  Dealing          14,912,563             4.32%              NIL           NIL       1,864,070          0.89% 
--------------  -------------  ----------------  ---------------  ------------  --------------  ------------- 
 Davycrest 
  Nominees 
  Ltd              10,734,826             3.11%              NIL           NIL       1,341,853          0.64% 
--------------  -------------  ----------------  ---------------  ------------  --------------  ------------- 
         Notes: 
          1. As at the last register analysis undertaken 
          dated 1 February 2016 
          2. Cathal Friel's interest in the Existing Ordinary 
          Shares in the Company includes 36,418,331 Existing 
          Ordinary Shares held by Raglan Capital and 3,333,194 
          held in his own name. On Admission Cathal Friel's 
          interest in the New Ordinary Shares in the Company 
          will consist of 32,660,698 New Ordinary Shares 
          held by Raglan Capital and 416,649 New Ordinary 
          Shares held in his own name. Raglan Capital is 
          a company which is owned by Cathal Friel and his 
          wife Pamela Iyer. 
 
          As part of the transaction the Company will be 
          undertaking a capital reorganisation such that 

(MORE TO FOLLOW) Dow Jones Newswires

March 31, 2016 02:35 ET (06:35 GMT)

          each holding of every eight or more Existing Ordinary 
          Shares will be consolidated into one New Ordinary 
          Share and one Deferred Share. 
 
 
          Names of all persons to be disclosed in accordance 
          with schedule two, paragraph (h) of the ESM Rules 
          for Companies 
N/A 
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i anticipated accounting reference date 
 31 December 
ii date to which the main financial information 
 in the admission document has been prepared 
 30 September 2015 
                        iii dates by which it must publish its 
                         first three reports pursuant to Rules 
                         18 and 19 in the ESM Rules for Companies 
                         As follows 
                         a) By 30 June 2016 - publication of audited 
                         final results for the 9 month period ending 
                         31 December 2015 
                         b) By 30 September 2016 - publication 
                         of unaudited interim results for the 6 
                         month period ending 30 June 2016 
                         c) By 30 June 2017 - publication of audited 
                         final results for the 12 month period 
                         ending 31 December 2016 
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Expected admission 
 19 April 2016 
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Name and address of ESM 
 Adviser 
 Davy Corporate Finance 
 Davy House 
 49 Dawson Street 
 Dublin 2 
 Ireland 
Name and address of broker(s) 
J&E Davy 
 Davy House 
 49 Dawson Street 
 Dublin 2 
 Ireland 
 
 Shore Capital Stockbrokers Limited 
 Bond Street House 
 14 Clifford Street 
 London W1S 4JU 
 
 Stifel Nicolaus Europe Limited, 
 150 Cheapside, 
 London EC2V 6ET 
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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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  Copies of the admission document will be available 
  to the public, free of charge, at the registered 
  office of the Company at 1 Adam Street, London 
  WC2N 6LE (telephone number [phone]) 
  during normal business hours on any weekday (Saturdays 
  and public holidays excepted) for a period of one 
  month from the date of Admission. 
 
  This document is also available on the Company's 
  website at www.fastnetequity.com and subsequently 
  www.amrytpharma.com 
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Date of notification 
 31 March 2016 
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New/update (see note): 
 New 
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Quoted Applicants must also complete the 
 following 
The name of the ESM 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 regulatory requirements involved 
 in having its securities traded upon such 
 a market or details of where there has been 
 any breach 
 
An address or web-site address where any 
 documents or announcements which the Applicant 
 has made public over the last 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 of its investment strategy 
 
A description of any significant change in 
 financial or trading position of the Applicant, 
 which has occurred since the 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 available to it or 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 ESM Rules for Companies 
 
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 financial year end not 
 more than nine months prior to admission 
 and fully audited interim results where applicable. 
 The accounts must be prepared according to 
 Irish, UK or US 
 GAAP or international accounting standards. 
 
The number of each class of securities held 
 in treasury 
 
Note: this field should indicate that the 
 announcement is 'new' and all relevant fields 
 should be completed. Otherwise where the 
 form is required to be completed in respect 
 of an 'update' announcement, this should 
 be indicated. In such cases, all the original 
 information should be included with any amended 
 fields emboldened. 
---------------------------------------------------- 
Submit completed form for market dissemination 
 via www.isedirect.ie 
---------------------------------------------------- 
 

This information is provided by RNS

The company news service from the London Stock Exchange

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March 31, 2016 02:35 ET (06:35 GMT)