Venn Life Sciences Holdings PLC Euronext Growth - Schedule One (3489C)

TIDMVENN

RNS Number : 3489C

Venn Life Sciences Holdings PLC

14 June 2019

Pre-Admission Announcement

Euronext Growth Schedule 1

 
Announcement to be made by the Euronext Growth Applicant 
 prior to admission in accordance with rule 2 of the Euronext 
 Growth Rules for Companies 
-------------------------------------------------------------------------------------- 
All Applicants must complete the following 
Company name 
 Venn Life Sciences Holdings plc 
-------------------------------------------------------------------  ----------------- 
Company registered address and if different, company trading 
 address (including postcodes) 
 
  Registered Office: 
 
  PO Box W1J 6BD, Berkley Square House, 2(nd) Floor, Mayfair, 
  London, W1J 8DJ 
 
  Trading Office: 
 
  19 Railway Road, Dalkey, Dublin, Ireland 
-------------------------------------------------------------------------------------- 
Country of incorporation                                           England and Wales 
-----------------------------------------------------------------  ------------------- 
Company website address containing all information required 
 by rule 26 in the Euronext Growth Rules for Companies 
 
  www.vennlifesciences.com/ and with effect from Admission, 
  www.openorphan.com 
-------------------------------------------------------------------------------------- 
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 Euronext Growth Rules for 
 Companies, this should be stated 
 
 This is a reverse takeover under Rule 14. 
 
 Open Orphan is Clinical Research Organisation that specialises 
 in rare and orphan drugs. The headquarters are in Dublin, 
 Ireland and the company also has offices in France, the 
 Netherlands and Germany. 
 
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): 
 
 Number of ordinary shares of 0.01 pence each in nominal 
 value ("Ordinary Shares") for which Admission will be sought: 
 253,493,259 
 
 Placing price per Ordinary Share: 5.6 pence 
 
 The are no restrictions as to the transferability of the 
 Ordinary Shares and no Ordinary Shares will be held in treasury. 
 
 
 
 
Capital to be raised on admission (if applicable) and anticipated 
 market capitalisation on admission: 
 
 Capital to be raised on admission: GBP4.5m (EUR5.0m) 
 
 Anticipated market capitalisation on admission: GBP14.1m 
 (EUR15.8m) 
 
Percentage of Euronext Growth securities not in public hands 
 on admission 
Approximately 31.1% 
------------------------------------------------------------------------------------- 
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 
------------------------------------------------------------------------------------- 
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): 
Directors: 
 
 Brendan Buckley, Non-executive Chairman 
 Cathal Friel, Chief Executive Officer 
 Christian Milla, Chief Operating Officer 
 Tony Richardson, Corporate Development Officer 
 Michael Ryan, Senior non-executive Director 
 
 Proposed Director: 
 
 Maurice Treacy, Executive Director 
------------------------------------------------------------------------------------- 
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): 
            Before Admission 
              Name                   Number of Ordinary   Percentage of issued 
                                                 Shares          share capital 
              Livingbridge VC LLP            13,081,337                  18.3% 
                                    -------------------  --------------------- 
              Kees Groen                      4,780,320                   6.7% 
                                    -------------------  --------------------- 
              Calculus                        4,696,461                   6.6% 
                                    -------------------  --------------------- 
 
 
             After Admission 
              Name                      Number of Ordinary   Percentage of issued 
                                                    Shares          share capital 
              Cathal Friel                      41,046,981                  16.2% 
                                       -------------------  --------------------- 
              Tony Richardson                   16,313,388                   6.4% 
                                       -------------------  --------------------- 
              Livingbridge VC LLP               13,081,337                   5.2% 
                                       -------------------  --------------------- 
              Miton Asset Management             8,928,571                   3.5% 
                                       -------------------  --------------------- 
              Crux Asset Management              8,928,571                   3.5% 
                                       -------------------  --------------------- 
              Brendan Buckley                    7.845,860                   3.1% 
                                       -------------------  --------------------- 
----------------------------------------------------------------------------------------- 
Names of all persons to be disclosed in accordance with 
 schedule two, paragraph (h) of the Euronext Growth Rules 
 for Companies: 
n/a 
----------------------------------------------------------------------------------------- 
i anticipated accounting reference date : 
 31 December 
ii date to which the main financial information 
 in the admission document has been prepared: 
 31 December 2018 
 
  iii. dates by which it must publish its first 
  three reports pursuant to Rules 18 and 19 
  in the Euronext Growth Rules for Companies: 
  30 June 2019 due September 2019, 31 December 
  2019 due 30 June 2020, 30 June 2020 due September 
  2020 
-----------------------------------------------------------------------------------  ---- 
Expected admission date: 
 28 June 2019 
---------------------------------------------------------------------------------  ------ 
Name and address of Euronext 
 Growth Advisor 
 Davy Corporate Finance, Davy 
 House, 49 Dawson Street, Dublin 
 2 
Name and address of broker 
Arden Partners plc., 125 Old Broad Street, London, EC2N 
 1AR 
----------------------------------------------------------------------------------------- 
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, www.vennlifesciences.com 
----------------------------------------------------------------------------------------- 
Date of notification 
 14 June 2019 
---------------------------------------------------------------------------------  ------ 
New/update: New 
---------------------------------------------------------------------------------  ------ 
 
 

This announcement has been issued through the Companies Announcement Service of Euronext Dublin.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact [e-mail] or visit www.rns.com.

END

ISEGGUGGQUPBGGC

(END) Dow Jones Newswires

June 14, 2019 07:13 ET (11:13 GMT)