AIM Schedule One Update - Open Orphan PLC (0602A)

TIDMORPH

RNS Number : 0602A

AIM

16 January 2020

 
        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: 
 Open Orphan plc 
 COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY 
  TRADING ADDRESS (INCLUDING POSTCODES) : 
 Registered Office: 
 
  PO Box W1J 6BD, Berkley Square House, 2nd Floor, Mayfair, London, 
  W1J 8DJ 
 
  Trading Offices: 
 
  19 Railway Road, Dalkey, Dublin, Ireland 
  Queen Mary BioEnterprises (QMB) Innovation Centre, 42 New Road, 
  London, E1 2AX 
 COUNTRY OF INCORPORATION: 
 England and Wales 
 COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED 
  BY AIM RULE 26: 
 www.openorphan.com 
 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: 
 This is a reverse takeover under Rule 14. 
 
  Open Orphan is a Clinical Research Organisation that specialises 
  in rare and orphan drugs. The headquarters are in Dublin, Ireland 
  and the company also has offices in the UK, France, the Netherlands 
  and Germany. 
 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): 
 Number of ordinary shares of 0.1 pence each in nominal value 
  ("Ordinary Shares") for which Admission will be sought: 445,622,374 
 
  There are no restrictions as to the transferability of the 
  Ordinary Shares and no Ordinary Shares will be held in treasury. 
 CAPITAL TO BE RAISED ON ADMISSION (AND/OR SECONDARY OFFERING) 
  AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION: 
 Expected Market Capitalisation: GBP29.6 million (based on an 
  enlarged share capital of 445,622,374 and closing price per 
  Open Orphan Shares of GBP0.0665 on 15 January 2020) 
 
  No capital to be raised on admission 
 PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION: 
 22.8% 
 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: 
 Euronext Growth 
 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): 
 Directors 
  Cathal Friel, Executive Chairman 
  Brendan Buckley, Non-executive Director 
 
  Proposed Directors 
  Dr Trevor Phillips, Chief Executive Officer 
  Dr Mark Warne, Non-executive Director 
  Michael Meade, Non-executive Director 
 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): 
 Before Admission: 
   Name                              Number of Ordinary   Percentage of issued 
                                                 Shares          share capital 
   Cathal Friel                              41,046,981                  16.1% 
                                    -------------------  --------------------- 
   Anthony (Tony) Richardson                 16,313,388                   6.4% 
                                    -------------------  --------------------- 
   Gresham House Asset Management            13,081,337                   5.1% 
                                    -------------------  --------------------- 
   Crux Asset Management                     11,928,571                   4.7% 
                                    -------------------  --------------------- 
   Brendan Buckley                            7,845,860                   3.1% 
                                    -------------------  --------------------- 
 
 
 
  After Admission: 
   Name                              Number of Ordinary   Percentage of issued 
                                                 Shares          share capital 
   Cathal Friel                              41,046,981                   9.2% 
                                    -------------------  --------------------- 
   Anthony (Tony) Richardson                 16,313,388                   3.7% 
                                    -------------------  --------------------- 
   Gresham House Asset Management            13,081,337                   2.9% 
                                    -------------------  --------------------- 
   Crux Asset Management                     11,928,571                   2.7% 
                                    -------------------  --------------------- 
   Brendan Buckley                            7,845,860                   1.8% 
                                    -------------------  --------------------- 
   Invesco Ltd                               52,485,973                  11.8% 
                                    -------------------  --------------------- 
   Link Fund Solutions Ltd                   38,618,608                   8.7% 
                                    -------------------  --------------------- 
   IP Group plc                              32,267,791                   7.2% 
                                    -------------------  --------------------- 
   Jupiter Asset Management 
    Ltd                                      22,819,579                   5.1% 
                                    -------------------  --------------------- 
 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 2019 
       (iii) 31 December 2019 due 30 June 2020, 30 June 2020 due September 
       2020, 31 December 2020 due 30 June 2021 
 EXPECTED ADMISSION DATE: 
 20 January 2020 
 NAME AND ADDRESS OF NOMINATED ADVISER: 
 Arden Partners plc 
  125 Old Broad Street 
  London 
  EC2N 1AR 
 NAME AND ADDRESS OF BROKER: 
 Arden Partners plc 
  125 Old Broad Street 
  London 
  EC2N 1AR 
 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 is available 
  on the Company's website, www.openorphan.com 
 THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO 
  APPLY 
 The QCA Corporate Governance Code 2018 published by the Quoted 
  Companies Alliance 
 DATE OF NOTIFICATION: 
 16 January 2020 
 NEW/ UPDATE: 
 UPDATE

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