TIDMCRV
RNS Number : 2316P
Craven House Capital PLC
08 February 2023
8 February 2023
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF REGULATION (EU) 596/2014 AS IT FORMS PART OF DOMESTIC LAW IN THE
UNITED KINGDOM BY VIRTUE OF THE EU (WITHDRAWAL) ACT 2018.
Craven House Capital plc
("Craven House" or the "Company")
Investee company update: Bio Vitos
The Board of Craven House notes the announcement released
earlier today by Hemcheck Sweden AB ("Hemcheck") and is pleased to
announce that its 24.5% owned investee compan y Bio Vitos has today
entered into an agreement with Hemcheck , a company listed on the
Nasdaq Stockholm (the "Agreement"). As part of the Agreement and
subject to approval by Hemcheck's shareholders at an EGM to be
convened at a date still to be confirmed, Hemcheck will create a
new subsidiary ("NewCo") and transfer all current business and
assets of Hemcheck to this new subsidiary. Under the terms of the
Agreement, Bio Vitos has agreed to provide Hemcheck with SEK1.23
million in cash, within 14 days after the approval of the
transaction by Hemcheck's shareholders.
Bio Vitos will then pay a further SEK4 million in cash, to
Hemcheck, within thirty days following the distribution of shares
in NewCo to Hemcheck shareholders.
In addition Bio Vitos has agreed to provide Hemcheck with its IP
rights (patents or patent applications) in respect of an active
substance Iron Succinate (Succifer and used in a marketed product
Inofer). In exchange, Bio Vitos will receive 259,654,000 shares in
Hemcheck, amounting to circa 88.3% of Hemcheck's share capital.
Craven House's holding in Bio Vitos will remain unchanged.
The Board of Craven House is informed by Bio Vitos that under
the rules of the Nasdaq Stockholm this is deemed to constitute a
reverse takeover for Hemcheck. It is anticipated that subject to
all required shareholder and regulatory approvals, that Hemcheck
will remain listed on the Nasdaq Stockholm.
The full text of the announcement released by Hemcheck today has
been translated and set out below:
" PRESS RELEASE
Hemcheck enters into a conditional agreement with Bio Vitos
Medical Limited regarding the acquisition of IP rights and capital
as well as distribution of operations.
Since the summer of 2022, Hemcheck's board has been working
intensively on finding various structural alternatives for the
company, including a solution to the company's future financing.
The proposal that will now be submitted to an extraordinary general
meeting involves the acquisition of capital and IP rights by Bio
Vitos Medical Limited ("Bio Vitos") through a new issue of shares
in Hemcheck as well as distribution of current operations to the
shareholders for further application for relisting, alternatively
divestment.
In short, the transaction means, if approved by Hemcheck's
shareholders, that
-- Bio Vitos pays Hemcheck a fee of SEK 1.23 million to cover transaction costs
-- Hemcheck's current operations are transferred to a wholly
owned subsidiary ("Subsidiary") which is distributed to current
shareholders ("Distribution"). The distribution is deemed to be
possible with application of the so-called Lex ASEA rule.
-- Hemcheck acquires IP rights regarding the use of iron
succinate for the treatment of patients diagnosed with heart
failure with reduced ejection fraction (HFrEF) for China, the USA,
Japan and the EU excluding Sweden, Denmark, Norway and Finland.
Furthermore, Hemcheck receives a capital injection of SEK 4
million.
-- As consideration for the IP rights and the capital of SEK 4
million, a directed new issue of 259,654,000 new shares is given to
Bio Vitos, corresponding to a dilution of approx. 88.3%. The newly
issued shares must in turn be distributed to Bio Vito's
shareholders.
Hemcheck's purpose of the transaction
Hemcheck's board has evaluated all possible scenarios to ensure
the continued operation of the company. In December, decisions were
made on radical cost reductions to enable more time to implement a
structural deal. In order to avoid that a delisting needs to be
done and at the same time continue to enable a structural deal
regarding current operations, the Transaction is judged by
Hemcheck's board to be the best option going forward for Hemcheck
and its shareholders.
Distribution of the Subsidiary
Hemcheck's previous operations will continue to be conducted in
the Subsidiary. The rest of Hemcheck's assets and liabilities will
therefore be transferred to the Subsidiary before the Transaction
is completed. Hemcheck will then distribute all shares in the
Subsidiary to its current shareholders. The distribution is deemed
to be possible with application of the so-called The Lex ASEA rule,
which means that the Dividend does not cause any immediate taxation
for the shareholders. Instead, the acquisition value is divided
between the share in Hemcheck and the share in the Subsidiary. The
dividend will be proposed to be approved by the general meeting of
Hemcheck.
The subsidiary will continue its operations and continue to try
to implement a structural deal. After the Transaction has been
completed, if no structural deal has been agreed, the subsidiary
will apply for listing on a regulated market or trading platform
and will draw up a company description within the framework of this
listing process. Such application for listing requires the approval
of the marketplace.
Extraordinary general meeting
Hemcheck intends to call an extra general meeting for decisions
on the matters concerning the Transaction described now. This
includes changes to amendments to the articles of association,
decisions on new issue, distribution of the Subsidiary, etc.
Preliminary timetable
Within 30 working days, Hemcheck intends to call an
extraordinary general meeting for a decision on the Transaction.
Due to a change in the articles of association, the notice period
amounts to at least four weeks, meaning that the meeting can be
held no earlier than four weeks after publication of the notice.
Provided that the general meeting takes the decisions required to
implement the Transaction, it is estimated that the entire
Transaction can be completed approximately one month after the
general meeting. The record date for the distribution of all shares
in the Subsidiary will fall in such a way that the shares issued to
Bio Vitos do not entitle to the Distribution. After the meeting,
all decisions are notified for registration with the Swedish
Companies Registration Office.
Information about the IP rights
Bio Vitos holds IP rights regarding the use of iron succinate
for the treatment of patients diagnosed with heart failure with
reduced ejection fraction (HFrEF) for China, the USA, Japan and the
EU excluding Sweden, Denmark, Norway and Finland. These are in turn
acquired by Double Bond Pharmaceutical, which is a listed company
on the Spotlight stock market.
For further information, contact:
Hemcheck Sweden AB (publ)
Joen Averstad, CEO
Phone: +46 (0) 76 108 8191
Email: joen.averstad@hemcheck.com"
(Link to press release:
https://hemcheck.se/pressmeddelanden/hemcheck-ingar-villkorat-avtal-med-bio-vitos-medical-limited-om-anskaffning-av-ip-rattigheter-och-kapital-samt-utdelning-av-verksamhet/)
For further information please contact:
Craven House Capital Plc Tel: 0203 286 8130
Mark Pajak
www.Cravenhousecapital.com
SI Capital Tel: 01483 413500
Broker
Nick Emerson
www.sicapital.co.uk
SPARK Advisory Partners Limited Tel: 0203 368 3550
Nominated Adviser
Matt Davis/James Keeshan
www.Sparkadvisorypartners.com
About Craven House Capital:
The Company's Investing Policy is primarily to invest in or
acquire a portfolio of companies, partnerships, joint ventures,
businesses or other assets participating in the e-Commerce
sector.
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END
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