AIM Schedule 1 - 3Legs Resources plc (7991Q)
March 03 2016 - 2:03AM
UK Regulatory
TIDM3LEG
RNS Number : 7991Q
AIM
03 March 2016
ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT
PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2
OF THE AIM RULES FOR COMPANIES ("AIM RULES")
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COMPANY NAME:
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3Legs Resources plc (to be renamed SalvaRx Group
PLC with effect from Admission) ("the Company")
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COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT,
COMPANY TRADING ADDRESS (INCLUDING POSTCODES):
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Commerce House
1 Bowring Road
Ramsey
Isle of Man IM8 2LQ
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COUNTRY OF INCORPORATION:
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Isle of Man
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COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION
REQUIRED BY AIM RULE 26:
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current website www.3legsresources.com
from Admission, assuming change of name www.salvarx.io
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COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF
OPERATION) OR, IN THE CASE OF AN INVESTING COMPANY,
DETAILS OF ITS INVESTING POLICY). IF THE ADMISSION
IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER
UNDER RULE 14, THIS SHOULD BE STATED:
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The Company is proposing to acquire, subject
to shareholder approval, the issued share capital
of SalvaRx Limited ("SalvaRx") not already owned
by it for an aggregate consideration of GBP8.8
million to be satisfied by the issue of new
ordinary shares in the Company. The acquisition
constitutes a reverse takeover under AIM Rule
14 and, if approved by shareholders, will have
the effect of changing the status of the Company
from an investing company to an operating company.
The so enlarged group's operations would thereafter
constitute exclusively those of SalvaRx and
its subsidiary iOx Therapeutics Limited ("iOx").
SalvaRx's objective is to build a drug development
business focused on the specialist area of cancer
immunotherapy. Its only material asset is a
60.49 per cent. interest in iOx which was formed
by Oxford University and the Ludwig Institute
for Cancer Research. iOx is developing compounds
under licence from the Ludwig Institute that
have been found to have the ability to activate
invariant natural killer T-cells, which scientists
suggest play a crucial role in anti-cancer immune
responses.
SalvaRx is actively screening for further acquisitions
or investments in cancer immunotherapy and complementary
areas of oncology.
The Company subscribed for an 11.14 per cent.
interest in SalvaRx in September 2015. The other
shareholders of SalvaRx are Jim Mellon and Dr
Greg Bailey, who are both directors and (directly
and indirectly) substantial shareholders of
the Company.
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DETAILS OF SECURITIES TO BE ADMITTED INCLUDING
ANY RESTRICTIONS AS TO TRANSFER OF THE SECURITIES
(i.e. where known, number and type of shares,
nominal value and issue price to which it seeks
admission and the number and type to be held
as treasury shares):
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36,466,619 Ordinary Shares of 2.5p each
No restrictions on the transfer of securities
No shares held in treasury
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CAPITAL TO BE RAISED ON ADMISSION (IF APPLICABLE)
AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:
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Capital to be raised on Admission: GBP1.95 million
Anticipated market capitalisation on Admission:
GBP12.95 million
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PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS
AT ADMISSION:
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Estimated at 73.4 per cent.
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DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM
TO WHICH THE AIM COMPANY HAS APPLIED OR AGREED
TO HAVE ANY OF ITS SECURITIES (INCLUDING ITS
AIM SECURITIES) ADMITTED OR TRADED:
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N/A
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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):
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Directors
Richard James Armstrong (Non-Executive Chairman)
Colin Lawrence Weinberg (Non-Executive Director)
James (Jim) Mellon (Non-Executive Director)
Dr Gregory (Greg) Hugh Bailey (Non-Executive
Director)
Proposed Directors
Ian Brent Walters (Chief Executive Officer)
Kamlesh (Kam) Shah (Chief Financial Officer)
On Admission, Jim Mellon will replace Richard
Armstrong as Non-Executive Chairman (with Richard
Armstrong continuing as a Non-Executive Director
of the Company).
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FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS
EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE
CAPITAL, BEFORE AND AFTER ADMISSION (underlining
the first name by which each is known or including
any other name by which each is known):
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Prior to Following
Admission Admission
(%) (%)
James (Jim) Mellon 14.97 36.53
Dr Gregory (Greg)
Hugh Bailey 14.97 36.53
British Polar Engines
Ltd 13.94 2.36
Pires Investments
plc 5.58 0.95
Vela Technologies
plc 3.80 0.64
Hon & Co Holdings
Limited - 5.79
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NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE
WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES:
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None
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(i) ANTICIPATED ACCOUNTING REFERENCE DATE
(ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION
IN THE ADMISSION DOCUMENT HAS BEEN PREPARED
(this may be represented by unaudited interim
financial information)
(iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST
THREE REPORTS PURSUANT TO AIM RULES 18 AND 19:
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(i) 31 December
(ii) 30 September
(iii) 30 June 2016 (in respect of the period
ended 31 December 2015)
30 September 2016 (in respect of the 6 months
ended 30 June 2016)
30 June 2017 (in respect of the 12 months ended
31 December 2016)
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EXPECTED ADMISSION DATE:
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21 March 2016
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NAME AND ADDRESS OF NOMINATED ADVISER:
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Northland Capital Partners Limited, 131 Finsbury
Pavement, London EC2A 1NT
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NAME AND ADDRESS OF BROKER:
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Northland Capital Partners Limited, 131 Finsbury
Pavement, London EC2A 1NT
Peterhouse Corporate Finance Limited, 3(rd)
Floor, New Liverpool House, 15 Eldon Street,
London EC2M 7LD (Joint Broker)
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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:
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The admission document, which will include full
details about the applicant and the admission
of its securities, will be available from the
Company's website, www.3legsresources.com (or,
assuming change of name, www.salvarx.io from
Admission) and from the Company's registered
office at Commerce House, 1 Bowring Road, Ramsey,
Isle of Man IM8 2LQ.
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DATE OF NOTIFICATION:
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3 March 2016
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NEW/ UPDATE:
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NEW
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This information is provided by RNS
The company news service from the London Stock Exchange
END
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