Ovoca Gold PLC ESM - Schedule One (4975T)

TIDMOVG

RNS Number : 4975T

Ovoca Gold PLC

04 July 2018

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 
 Ovoca Gold plc, to be renamed 
 Ovoca Bio plc 
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Company registered address and if different, 
 company trading address (including postcodes) 
Registered Office: 17 Pembroke Street Upper, 
 Dublin 2, Ireland 
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Country of incorporation 
 Ireland 
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Company website address containing all information 
 required by rule 26 in the ESM Rules 
 for Companies 
www.ovocagold.com, to become www.ovocabio.com 
 on 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 
 In recent months, Ovoca has engaged with 
 IVIX, a Russian company developing a drug 
 candidate for the treatment of female sexual 
 dysfunctions. Following satisfactory progression 
 of these discussions, the Board has today 
 announced that Silverstar, a subsidiary of 
 the Company, has entered into a conditional 
 transaction to acquire up to 59.9 per cent 
 of the participation interests (shares) in 
 the charter capital of IVIX for a cash consideration 
 of up to (approximately) US$6.2 million, 
 to be satisfied from the existing cash resources 
 of Ovoca. 
 
 IVIX was incorporated in 2012 and since that 
 time has sought to develop and subsequently 
 commercialise a proprietary drug candidate, 
 BP101 (known as Libicore), for the treatment 
 of female sexual dysfunctions. To date, IVIX 
 has completed Phase II clinical trials in 
 Russia for Libicore. It now intends to complete 
 the Russian Phase III clinical trial, following 
 which it will seek approval for the marketing 
 of Libicore in the Russian market. IVIX has 
 also initiated discussions with the FDA for 
 the potential approval of Libicore development 
 dossier for the US market. 
 
 The nature of the Company's business will 
 be transformed by the Transaction and, in 
 order to reflect its new activities, it is 
 proposed to change the Company's name to 
 Ovoca Bio plc on Admission. 
 
 The main country of operations will be Russia. 
 
 The acquisition of IVIX constitutes a reverse 
 takeover under the AIM Rules and ESM Rules. 
 As a consequence, the existing directors 
 are seeking shareholder approval for the 
 proposals at a general meeting. 
 
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): 
 88,458,806 Ordinary Shares of nominal value 
 EUR0.125 each. 
 There are currently 6,895,000 Ordinary Shares 
 held as treasury shares. 
 There are no restrictions on the transfer 
 of securities to be admitted. 
 
 
 
 
Capital to be raised on admission (if applicable) 
 and anticipated market capitalisation on 
 admission: 
 No capital is being raised. 
 
 Market capitalisation of EUR8.2 million (based 
 on closing price of an Ordinary Share of 
 Ovoca Gold of EUR0.10 each on 2 July 2018) 
 
Percentage of ESM securities not in public 
 hands on admission 
52.5% 
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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: 
Application will be made to have the shares 
 admitted to AIM, a market operated 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: 
 Kirill Golovanov - Chief Executive Officer 
 Mikhail Mogutov -Executive Chairman 
 Kenneth Kuchling - Non Executive Director(1) 
 Yuri Radchenko - Non Executive Director 
 Donald Schissel - Non Executive Director(1) 
 Leonid Skoptsov - Non Executive Director 
 Timothy McCutcheon - Non Executive Director 
 
 New Board (from Admission) 
 Kirill Golovanov - Chief Executive Officer 
 Mikhail Mogutov - Executive Chairman 
 Yuri Radchenko - Non Executive Director 
 Leonid Skoptsov - Non Executive Director 
 Timothy McCutcheon - Non Executive Director 
 Nikolay Myasoedov - Non Executive Director(2) 
 Christopher Wiltshire - Non Executive Director(2) 
 Romulo Colindres - Non Executive Director(2) 
 
 (1) Donald Schissel and Kenneth Kuchling 
 will resign as Directors with effect from 
 Admission 
 (2) Romulo Colindres, Nikolay Myasoedov and 
 Christopher Wiltshire will be appointed as 
 Non-Executive Directors with effect from 
 Admission 
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Full names and holdings of significant shareholders, 
 expressed as a percentage of the issued 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): 
       Name                             % Issued Share        % Issued Share 
                                                Capital               Capital 
                                    Before Admission(1)    After Admission(2) 
        Euroclear Nominees 
         Limited                                  21.3%                 21.3% 
 
        Pickco Trading Co 
         Limited                                   9.0%                  9.0% 
 
        BBHISL Nominees Limited                    8.6%                  8.6% 
 
        Davycrest Nominees                         6.4%                  6.4% 
 
        Citibank Nominees 
         (Ireland) DAC                             5.0%                  5.0% 
 
        Chase Nominees Limited                     3.7%                  3.7% 
 
       1. As at 21 May 2018, based on last register 
       analysis and as disclosed in Company's annual 
       financial report for the year ended 31 December 
       2017 
       2. There is no capital being raised in conjunction 
       with Admission. 
------------------------------------------------------------------------------------ 
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: 31 December 
 2017 
       iii dates by which it must publish 
        its first three reports pursuant 
        to Rules 18 and 19 in the ESM Rules 
        for Companies: 
        30 September 2018 (in respect of 
        6 months ended 30 June 2018), 30 
        June 2019 (in respect of year ended 
        31 December 2018), 30 September 
        2019 (in respect of 6 months ended 
        30 June 2019) 
-------------------------------------------------------------------------------  --- 
Expected admission date: 
 30 July 2018 
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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 
Davy 
 Davy House 
 49 Dawson Street 
 Dublin 2 
 Ireland 
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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 
 
 A copy of the admission document containing 
 full details about the applicant and the admission 
 of its securities will be available on the 
 Company's website at: www.ovocagold.com (and 
 subsequently www.ovocabio.com from Admission) 
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Date of notification 
 4 July 2018 
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New/update: New 
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This announcement has been issued through the Companies Announcement Service of Euronext Dublin.

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July 04, 2018 05:00 ET (09:00 GMT)