AIM Schedule 1 - Ovoca Gold Plc (5673T)

TIDMOVG
RNS Number : 5673T
AIM
04 July 2018
 
         ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION 
          IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM 
                                      RULES") 
 
 COMPANY NAME: 
 OVOCA GOLD PLC, TO BE RENAMED OVOCA BIO PLC 
 COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY 
  TRADING ADDRESS (INCLUDING POSTCODES) : 
 Registered Office: 
  17 Pembroke Street Upper 
  Dublin 2 
  Ireland 
 COUNTRY OF INCORPORATION: 
 Ireland 
 COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED 
  BY AIM RULE 26: 
 www.ovocagold.com, to become www.ovocabio.com on Admission 
 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: 
 In recent months, Ovoca Gold plc ("Ovoca" or the "Company") 
  has engaged with IVIX, a Russian company developing a drug 
  candidate for the treatment of female sexual dysfunctions. 
  Following satisfactory progression of these discussions, the 
  Board has today announced that Silverstar, a subsidiary of 
  the Company, has entered into a conditional transaction to 
  acquire up to 59.9 per cent of the participation interests 
  (shares) in the charter capital of IVIX for a cash consideration 
  of up to (approximately) US$6.2 million, to be satisfied from 
  the existing cash resources of Ovoca. 
 
  IVIX was incorporated in 2012 and since that time has sought 
  to develop and subsequently commercialise a proprietary drug 
  candidate, BP101 (known as Libicore), for the treatment of 
  female sexual dysfunctions. To date, IVIX has completed Phase 
  II clinical trials in Russia for Libicore. It now intends to 
  complete the Russian Phase III clinical trial, following which 
  it will seek approval for the marketing of Libicore in the 
  Russian market. IVIX has also initiated discussions with the 
  FDA for the potential approval of Libicore development dossier 
  for the US market. 
 
  The nature of the Company's business will be transformed by 
  the Transaction and, in order to reflect its new activities, 
  it is proposed to change the Company's name to Ovoca Bio plc 
  on Admission. 
 
  The main country of operations will be Russia. 
 
  The acquisition of IVIX constitutes a reverse takeover under 
  the AIM Rules and ESM Rules. As a consequence, the existing 
  directors are seeking shareholder approval for the proposals 
  at a general meeting. 
 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): 
 88,458,806 Ordinary Shares of nominal value EUR0.125 each. 
 
  There are currently 6,895,000 Ordinary Shares held as treasury 
  shares. 
 
  There are no restrictions on the transfer of securities to 
  be admitted. 
 CAPITAL TO BE RAISED ON ADMISSION (AND/OR SECONDARY OFFERING) 
  AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION: 
 No capital is being raised. 
 
  Market capitalisation of GBP8.5 million (based on closing price 
  of an Ordinary Share of Ovoca Gold of 10.5p on 2 July 2018) 
 PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION: 
 52.5% 
 DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH 
  THE AIM SECURITIES (OR OTHER SECURITIES OF THE COMPANY) ARE 
  OR WILL BE ADMITTED OR TRADED: 
 Application will be made to have the ordinary shares admitted 
  to the Enterprise Securities Market of Euronext Dublin (ESM) 
 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): 
 Existing Board: 
  Kirill Golovanov - Chief Executive Officer 
  Mikhail Mogutov -Executive Chairman 
  Kenneth Kuchling - Non Executive Director(1) 
  Yuri Radchenko - Non Executive Director 
  Donald Schissel - Non Executive Director(1) 
  Leonid Skoptsov - Non Executive Director 
  Timothy McCutcheon - Non Executive Director 
 
  New Board (from Admission) 
  Kirill Golovanov - Chief Executive Officer 
  Mikhail Mogutov - Executive Chairman 
  Yuri Radchenko - Non Executive Director 
  Leonid Skoptsov - Non Executive Director 
  Timothy McCutcheon - Non Executive Director 
  Nikolay Myasoedov - Non Executive Director(2) 
  Christopher Wiltshire - Non Executive Director(2) 
  Romulo Colindres - Non Executive Director(2) 
 
  (1) Donald Schissel and Kenneth Kuchling will resign as Directors 
  with effect from Admission 
  (2) Romulo Colindres, Nikolay Myasoedov and Christopher Wiltshire 
  will be appointed as Non-Executive Directors with effect from 
  Admission 
 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): 
       Name                                 % Issued Share        % Issued Share 
                                                    Capital               Capital 
                                        Before Admission(1)    After Admission(2) 
        Euroclear Nominees Limited                    21.3%                 21.3% 
 
        Pickco Trading Co Limited                      9.0%                  9.0% 
 
        BBHISL Nominees Limited                        8.6%                  8.6% 
 
        Davycrest Nominees                             6.4%                  6.4% 
 
        Citibank Nominees (Ireland) 
         DAC                                           5.0%                  5.0% 
 
        Chase Nominees Limited                         3.7%                  3.7% 
 
       1. As at 21 May 2018, based on last register analysis and as 
       disclosed in Company's annual financial report for the year 
       ended 31 December 2017 
       2. There is no capital being raised in conjunction with Admission. 
 NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 
  2, PARAGRAPH (H) OF THE AIM RULES: 
 N/A 
 (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: 
      i) 31 December 
       (ii) 31 December 2017 
       (iii) 30 September 2018 (in respect of 6 months ended 30 June 
       2018), 30 June 2019 (in respect of year ended 31 December 2018), 
       30 September 2019 (in respect of 6 months ended 30 June 2019) 
 EXPECTED ADMISSION DATE: 
 30 July 2018 
 NAME AND ADDRESS OF NOMINATED ADVISER: 
 Davy Corporate Finance 
  Davy House 
  49 Dawson Street 
  Dublin 2 
  Ireland 
 NAME AND ADDRESS OF BROKER: 
 Davy 
  Davy House 
  49 Dawson Street 
  Dublin 2 
  Ireland 
 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 at: www.ovocagold.com (and subsequently 
  www.ovocabio.com from Admission) 
 THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO 
  APPLY 
 QCA Corporate Governance Code 
 DATE OF NOTIFICATION: 
 4 July 2018 
 NEW/ UPDATE: 
 New
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END
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