TIDMVENN
RNS Number : 5056T
Venn Life Sciences Holdings PLC
04 July 2018
THIS ANNOUNCEMENT IS RESTRICTED AND IS NOT FOR PUBLICATION,
RELEASE OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA,
CANADA, THE REPUBLIC OF IRELAND, THE REPUBLIC OF SOUTH AFRICA, OR
JAPAN OR ANY JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL. THIS
ANNOUNCEMENT SHALL NOT CONSTITUTE AN OFFER TO SELL OR ISSUE OR THE
SOLICITATION TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY
ORDINARY SHARES OF VENN LIFE SCIENCES HOLDINGS PLC IN ANY
JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE
UNLAWFUL.
Venn Life Sciences Holdings Plc
("Venn" or the "Company" or "the Group")
Placing and Subscription to raise up to GBP0.65 million
and Notice of General Meeting
Venn Life Sciences (AIM: VENN), an Integrated Drug Development
Partner offering a combination of drug development expertise and
clinical trial design and management to pharmaceutical,
biotechnology and medical device clients, announces it has
conditionally raised up to approximately GBP0.65 million, before
expenses, through the issue of an aggregate of up to 10,833,335 new
Ordinary Shares (the "Fundraising") at 6 pence per Ordinary
Share.
The Fundraising comprises a conditional placing of 8,750,001 new
Ordinary Shares, which has been arranged by Hybridan, and a
conditional subscription for up to 2,083,334 new Ordinary Shares.
It is the intention of Allan Wood, the Company's Chairman, and Mary
Sheahan, a Non-Executive Director, to subscribe for, in aggregate,
up to 916,667 of those new Ordinary Shares.
The New Ordinary Shares have been placed with, and subscribed
for by, existing shareholders and directors of the Company and
other investors.
The Fundraising is conditional upon, inter alia, the Company
obtaining approval from its Shareholders to grant the Board
authority to allot and issue the New Ordinary Shares and to
disapply pre-emption rights in relation to such allotments,
Admission becoming effective and the Placing Agreement made
between, amongst others, the Company and Hybridan LLP becoming
unconditional and not being terminated in accordance with its
terms.
The Issue Price represents a discount of 9.4 per cent. to the
closing middle market price of 6.62 pence per Existing Ordinary
Share on 3 July 2018, being the last business day prior to the
publication of this announcement.
Highlights
-- Up to GBP0.65 million raised by a conditional placing of
8,750,001 new Ordinary Shares and a conditional subscription for up
to 2,083,334 new Ordinary Shares both at an issue price of 6 pence
per Ordinary Share
-- The New Ordinary Shares will represent up to 15.2 per cent. of the Enlarged Share Capital
-- The market capitalisation of the Company immediately
following the Placing and Subscription at the Issue Price will be
GBP4,283,708.88 (assuming all of the Subscription Shares are
issued)
-- A circular will be posted to Shareholders today, a copy of
which will be available on the Company's website
www.vennlifesciences.com
Background to, and reasons for, the Fundraising
During the financial year ended 31 December 2017, the Company
completed a strategic review of growth options for the Group's
business and concluded that it would leverage its current
infrastructure, through delivering both organic and inorganic
business growth. The Board intends that inorganic growth will come
from strategic acquisitions which extend both the Group's footprint
and service lines, consistent with the Company's objective of
positioning the business as full service and full coverage in
Europe.
The Board believes that biostatistics plays an increasingly
important role in trial design and that delivery of strong
consulting capability in this area is likely to result in full
clinical projects for Venn. Venn currently generates more than EUR1
million annually in biostatistics income but does not have
sufficient resources of its own to respond to new enquiries in this
service line. There are also scarce resources in the sector
generally and this makes it difficult and expensive to find new
hires to grow the service line organically.
The Company has therefore signed a letter of intent with CRM
Biometrics GmbH ("CRM Biometrics"), a biostatistics business based
in Germany, for its subsidiary, Venn Life Sciences Germany GmbH
("Venn Germany"), to acquire certain of the business and employees
of CRM Biometrics as a route to expand the Group's biostatistics
capabilities.
Under the terms of the letter of intent, should the acquisition
proceed, Venn Germany will acquire CRM Biometrics' biostatistics
team of five people which, based on standard industry calculations,
the Board believes is capable of generating EUR0.75 million in
annual revenue. It will also acquire all of CRM Biometrics'
existing customer and supplier contracts.
The Group and CRM Biometrics share a key client which has
significant upcoming studies to be awarded. The Board believes
that, as well as allowing the Group to expand its business in the
critical biostatistics service line, the acquisition of CRM
Biometrics' business and employees will help secure future studies
from this shared key client.
The consideration for the acquisition of CRM Biometrics will
comprise a series of future contingent payments of, in aggregate,
EUR200,000, payment of which will depend on the delivery of certain
specified new projects.
Use of Proceeds
The Company expects to use the net proceeds of the Fundraising
to fund a series of future contingent consideration payments for
the acquisition by Venn Germany of certain of the business and
employees of CRM Biometrics and for general working capital
purposes.
Timetable of events
The General Meeting at which the Resolutions will be proposed to
implement the Fundraising will take place at midday on 20 July 2018
at the offices of Jeffreys Henry LLP, Finsgate, 5-7 Cranwood
Street, London EC1V 9EE. Admission is expected to become effective
and dealings in the New Ordinary Shares are expected to commence on
AIM at 8.00 a.m. on 24 July 2018.
Fundraising Statistics
Number of Existing Ordinary Shares: 60,561,813
Number of new Ordinary Shares being issued by up to 10,833,335
the Company:
Number of Ordinary Shares in issue following
Admission*: 71,395,148
Issue Price per Ordinary Share: 6 pence
Gross proceeds of the Fundraising*: Approximately GBP650,000
Estimated net proceeds of the Fundraising*: Approximately GBP600,000
Number of New Ordinary Shares as a percentage 15.2 per cent.
of the Enlarged Share Capital*:
Note:
* Assuming all of the Subscription Shares are issued.
Tony Richardson, CEO of Venn Life Sciences commented: "As
biostatistics plays an increasingly important role in trial design
and delivery of strong consulting capability in this area is likely
to result in future full service projects for Venn, we are
committed to the expansion of our capabilities in this area. We
look forward to welcoming the CRM Biometrics team into Venn and to
further developing our capabilities in this area. Venn currently
generates more than EUR1 million annually in biostatistics income.
The acquisition of CRM Biometrics brings clear synergies in the
form of shared clients and further cross selling
opportunities."
Unless the context otherwise requires, defined terms used in
this announcement will have the meaning as set out in the circular
to be posted to Shareholders today, which will be available shortly
on the Company's website www.vennlifesciences.com.
The information communicated within this announcement is deemed
to constitute inside information as stipulated under the Market
Abuse Regulation (EU) No. 596/2014. Upon the publication of this
announcement, this inside information is now considered to be in
the public domain.
Contacts:
Venn Life Sciences Holdings Plc Tel: +353 154 99 341
Allan Wood, Non-Executive Chairman
Tony Richardson, Chief Executive Officer
Cenkos (Nominated Adviser and Co-Broker) Tel: +44 (0) 20 7397 8900
Mark Connelly/Steve Cox (Corporate Finance)
Davy (ESM Adviser and Co-Broker) Tel: +353 1 679 6363
Fergal Meegan / Matthew DeVere White (Corporate
Finance)
Paul Burke (Corporate Broking)
Hybridan LLP (Co-Broker)
Claire Louise Noyce Tel: 020 3764 2341
Walbrook PR Ltd Tel: 020 7933 8780 or venn@walbrookpr.com
Anna Dunphy Mob: 07876 741 001
Paul McManus Mob: 07980 541 893
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 rns@lseg.com or visit www.rns.com.
END
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