TIDMORPH
RNS Number : 7144B
Open Orphan PLC
14 June 2021
NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF
AMERICA, AUSTRALIA, CANADA, JAPAN, OR SOUTH AFRICA OR ANY OTHER
JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS
ANNOUNCEMENT.
THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY
THE COMPANY TO CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER
THE MARKET ABUSE REGULATIONS (EU) NO. 596/2014 (AS IMPLEMENTED INTO
ENGLISH LAW) ("MAR"). WITH THE PUBLICATION OF THIS ANNOUNCEMENT VIA
A REGULATORY INFORMATION SERVICE, THIS INSIDE INFORMATION IS NOW
CONSIDERED TO BE IN THE PUBLIC DOMAIN.
OPEN ORPHAN PLC
("Open Orphan" or the "Company")
Proposed Distribution in Specie
Notice of Results
Open Orphan plc (AIM: ORPH), a rapidly growing specialist
pharmaceutical services clinical research organisation (CRO) and a
world leader in vaccine and antiviral testing using human challenge
clinical trials , announces that, further to previous
announcements, it proposes to make a distribution in specie of the
entire issued share capital of its wholly-owned subsidiary Orph
Pharma IP Company Limited ("Orph Pharma") to Poolbeg Pharma Limited
("Poolbeg"), in return for the issue of new shares by Poolbeg
("Poolbeg Shares") to shareholders of Open Orphan on the register
at close of business on 17 June 2021 ("Relevant Shareholders")
.
The approval of Open Orphan shareholders to such distribution in
specie was granted at Open Orphan's general meeting held on 29
April 2021 .
It is expected that Open Orphan ordinary shares will be marked
"ex rights" at 8.00 a.m. on 16 June 2021.
It is also expected that the board of Open Orphan will convene
formally to make such distribution in specie on 18 June 2021 and
that Relevant Shareholders will receive one Poolbeg Share for every
2.98 ordinary shares held in the Company, with resultant
entitlements rounded down to the nearest whole number. Prior to the
making of the distribution in specie, Open Orphan and Poolbeg
intend to enter into a demerger agreement providing for the issue
of the Poolbeg Shares to Relevant Shareholders in return for the
distribution in specie of the entire issued share capital of Orph
Pharma to Poolbeg.
Further to the Company's announcement of 13 April 2021, the
board of Open Orphan has determined that if and when the Poolbeg
Shares are admitted to trading on AIM ("Admission") Relevant
Shareholders who receive Poolbeg Shares will not be permitted to
sell, transfer or deal in such Poolbeg Shares for a period of 9
calendar months (the "Lock-up Period"). Accordingly, Open Orphan
and Poolbeg have appointed Croft Nominees Limited ("Croft") to hold
the legal title to the Poolbeg Shares from the date on which the
distribution in specie is effected until the date which is 9 months
from Admission.
Croft has agreed to hold on trust on behalf of Relevant
Shareholders, the beneficial owners of the Poolbeg Shares, an
omnibus share certificate representing all the Poolbeg Shares until
the end of the Lock-up Period and to take certain limited actions
with respect to the Poolbeg Shares. Following the expiry of the
Lock-up Period Croft will deliver the share certificate to
Poolbeg's registrar and will execute stock transfer forms to
transfer the Poolbeg Shares to Relevant Shareholders based on a
schedule to be provided to Croft by Poolbeg, and upon the
registration of such Relevant Shareholders (or their respective
personal representative, nominee or successor in title) as legal
holders of such shares, Croft will be released from its obligations
in relation to such trust arrangements.
In the event of a general meeting of Poolbeg during the Lock-up
Period, Poolbeg will arrange for its registrar to contact Relevant
Shareholders to ascertain how (if at all) they wish to vote. Croft
will then complete a proxy form reflecting the voting intentions as
so communicated to Poolbeg's registrar. However, following the
issue of the Poolbeg Shares to Relevant Shareholders, and given the
passing of the resolutions at the general meeting of the Company on
29 April 2021, the board of Open Orphan intends to instruct Croft
to vote the Poolbeg Shares in favour of resolutions to re-register
Poolbeg as a public limited company and adopt appropriate public
company articles of association.
It is intended that Relevant Shareholders will receive a letter
informing them of their beneficial holdings of Poolbeg Shares
shortly after the issue of the Poolbeg Shares.
Following the Lock-up Period, Relevant Shareholders (or their
respective personal representative, nominee or successor in title)
will receive individual registrations in respect of their Poolbeg
Shares.
The anticipated timetable for the proposed Open Orphan
distribution in specie is:
Open Orphan ordinary shares marked as ex 8.00 a.m. on 16 June 2021
rights
Record date for the distribution in specie Close of business on 17
June 2021
---------------------------
Distribution in specie effected 18 June 2021
---------------------------
Registration of Poolbeg Shares in the name Upon issue on 18 June 2021
of Croft Nominees Limited
---------------------------
A copy of the undertaking in relation to Croft Nominees Limited
acting as legal holder of the Poolbeg Shares will be made available
in due course via the investor section of the Company's
website.
Notice of Results
The Board expects to release the Company's audited results for
the year ended 31 December 2020 on 17 June 2021. It also expects,
at the same time, to update shareholders on the progress of the
anticipated admission to trading on AIM of Poolbeg.
Open Orphan plc +353 (0) 1 644 0007
Cathal Friel, Executive Chairman
Arden Partners plc (Nominated Adviser
and Joint Broker) +44 (0)20 7614 5900
John Llewellyn-Lloyd / Richard Johnson
/ Oscair McGrath
finnCap Ltd (Joint Broker) +44 (0)20 7220 0500
Geoff Nash / James Thompson/ Richard
Chambers
Davy (Euronext Growth Adviser and Joint
Broker) +353 (0) 1 679 6363
Anthony Farrell
Walbrook PR (Financial PR & IR) +44 (0)20 7933 8780 or openorphan@walbrookpr.com
+44 (0)7980 541 893 / +44 (
Paul McManus / Sam Allen 0)7748 651 727
Notes to Editors
Open Orphan plc (London and Euronext: ORPH) is a rapidly growing
pharmaceutical service/contract research company that is a world
leader in testing vaccines and antivirals using human challenge
clinical trials. The company provides services to Big Pharma,
biotech and government/public health organisations.
Open Orphan runs challenge studies in London from both its
19-bedroom Whitechapel quarantine clinic, opened in February 2021,
and its 24-bedroom QMB clinic which also has a highly specialised
virology and immunology laboratory on-site. Open Orphan has a
leading portfolio of eight human challenge study models for
conditions such as RSV, flu, asthma and COPD. In addition, Open
Orphan is also developing the world's first COVID-19 human
challenge study model as part of the Human Challenge Programme and
has signed a reservation contract with the UK Government for the
first three COVID-19 vaccine challenge studies.
Building upon its many years of challenge studies and virology
research, the Company is developing an in-depth database of
infectious disease progression data. Based on the Company's Disease
in Motion(R) platform, this unique dataset includes clinical,
immunological, virological and digital (wearable) biomarkers. The
Disease in Motion platform has many potential applications across a
wide variety of end users including big technology, wearables,
pharma and biotech companies. Following COVID-19 there is now a
renewed interest and investment in infectious diseases.
Open Orphan's Paris office has been providing biometry, data
management and statistics to its many European pharmaceutical
clients for over 20 years. For over 15 years, the Company's
Netherlands office has been providing drug development consultancy
and services, including CMC (chemistry, manufacturing and
controls), PK and medical writing, to a broad range of European
clients. Both offices are now also fully integrated with the London
office and working on challenge study contracts as well as
supporting third party trial contracts .
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END
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