Schedule One - Amryt Pharma plc

COMPANY NAME:

Amryt Pharma plc

COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES) :

Registered office address: Dept 920a, 196 High Road, Wood Green, London N22 8HH, United Kingdom

Principal trading address: 90 Harcourt Street, Dublin 2, Ireland

COUNTRY OF INCORPORATION:

England and Wales

COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:

www.amrytpharma.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:

Amryt Pharma plc ("Existing Amryt") is a biopharmaceutical company focused on developing and delivering innovative new treatments to help improve the lives of patients with rare or orphan diseases. Existing Amryt is the marketing authorisation holder and has an exclusive licence to sell lomitapide across the European Economic Area, Middle East and North Africa, Switzerland, Turkey, Israel, Russia, the Commonwealth of Independent States and the non-EU Balkan states.

Lomitapide (under the brand LOJUXTA^®) is an approved treatment for adult patients with the rare cholesterol disorder - Homozygous Familial Hypercholesterolaemia ("HoFH"). This disorder impairs the body's ability to remove low density lipoprotein ("LDL") cholesterol ("bad" cholesterol) from the blood. Existing Amryt has also been developing its lead development candidate, AP101, a potential treatment for Epidermolysis Bullosa ("EB"), a rare genetic skin disorder affecting young children and adults for which there is currently no treatment.  AP101 is currently in Phase 3 clinical trials. In March 2018, Existing Amryt in-licenced a pre-clinical gene-therapy platform technology, AP103, which offers a potential treatment for patients with recessive dystrophic EB, a subset of EB, and is also potentially relevant to other genetic disorders.

Existing Amryt's shares are admitted to trading on AIM and the Euronext Growth Market operated by Euronext Dublin.

Existing Amryt has entered into agreements to acquire the entire issued share capital of Aegerion Pharmaceuticals, Inc. ("Aegerion"), further details of which are included in the admission document published by Existing Amryt on 27 August 2019 (the "Transaction").

The Transaction constitutes a reverse takeover under Rule 14 of the AIM Rules for Companies ("AIM Rules"). The Transaction is conditional upon, inter alia, Existing Amryt receiving shareholder approval for the Transaction including the waiver of obligations under Rule 9 of the Takeover Code, and certain other conditions being satisfied, including the completion of a Chapter 11 bankruptcy process ("Chapter 11") by Aegerion in the USA and a scheme of arrangement becoming effective pursuant to which a new holding company for the Existing Amryt group, as enlarged by the Transaction, will be put in place. The new holding company is currently registered as Amryt Pharma Holdings Limited ("New Amryt"). New Amryt will be re-registered as a public limited company prior to admission of its ordinary shares of 6 pence each ("Ordinary Shares") to trading on AIM ("Admission") and renamed to Amryt Pharma plc, exchanging its name with Existing Amryt prior to Admission.

Aegerion is a biopharmaceutical company dedicated to developing new standards of care for individuals living with rare and orphan diseases. Headquartered in Boston, Massachusetts, Aegerion maintains operations in the United States, Europe and certain countries in Latin America. Aegerion has two commercial products, metreleptin and lomitapide.

Metreleptin, a recombinant analog of human leptin, is marketed in the US under the brand name MYALEPT^® and as MYALEPTA^® in the EU. MYALEPT^® is approved in the US as an adjunct to diet as replacement therapy to treat the complications of leptin deficiency in patients with congenital or acquired generalised lipodystrophy ("GL"). MYALEPTA^® is approved in the EU as a treatment for leptin deficiency in patients with congenital or acquired GL in adults and children two years of age and above and familial or acquired partial lipodystrophy in adults and children 12 or over for whom standard treatments have failed to achieve adequate metabolic control.

Lomitapide is marketed in the US by Aegerion under the brand name JUXTAPID^® as an

adjunct to a low-fat diet and other lipid-lowering treatments, including low-density lipoprotein to reduce low-density lipoprotein cholesterol, total cholesterol, apolipoprotein B and non-high-density lipoprotein cholesterol in adult patients with HoFH and in the EU under the brand name LOJUXTA^®, for the treatment of adult patients with HoFH. JUXTAPID^® is also approved in Argentina, Canada, Colombia, Japan and a limited number of other countries. LOJUXTA^® is licenced to Existing Amryt for sale in the territories noted above.

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):

TBC Ordinary Shares

No Ordinary Shares are to be held in treasury.

No restriction as to the transfer of the securities.

CAPITAL TO BE RAISED ON ADMISSION (AND/OR SECONDARY OFFERING) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:

Capital to be raised on Admission: $60 million (approximately £49.6 million) before expenses

Anticipated market capitalisation on Admission: $TBC million (approximately £TBC million)

Note: Sterling amounts are calculated using exchange rate of £1: $1.21. The market capitalisation on Admission is based on the issue price of the capital to be raised on Admission, being $TBC (£TBC) per new Ordinary Share at the exchange rate stated above. 

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

TBC per cent.

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:

The Company's Ordinary Shares are also expected to be admitted to trading on the Euronext Growth Market operated by Euronext Dublin.

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):

Current Directors

Harry Thomas Stratford - Non-executive Chairman

Joseph Amrit Wiley - Chief Executive Officer

Rory Peter Nealon - Chief Financial Officer

Anthony James Culverwell - Non-executive Director

Ray Thomas Stafford - Non-executive Director

Markus Ziener - Non-executive Director

Proposed Directors on admission

Ray Thomas Stafford - Non-executive Chairman

Joseph Amrit Wiley - Chief Executive Officer

George Paul Hampton Jr - Non-executive Director

Alain Henri Munoz - Non-executive Director

Donald Kenneth Stern - Non-executive Director

Patrick Volkert Jozef Joihannes Vink - Non-executive Director

Stephen Thomas Wills - 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):

¹ Figures are stated insofar as Amryt Pharma plc is aware as at 5 September 2019 based on the total voting rights on that date

NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES:

None

(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 2018

(iii)       30 September 2019, in respect of Existing Amryt's half yearly report to 30 June 2019

30 June 2020, in respect of New Amryt's annual report to 31 December 2019

30 September 2020, in respect of New Amryt's half yearly report to 30 June 2020

EXPECTED ADMISSION DATE:

25 September 2019

NAME AND ADDRESS OF NOMINATED ADVISER:

Shore Capital and Corporate Limited

Cassini House

57 St James's Street

London SW1A 1LD

United Kingdom

NAME AND ADDRESS OF BROKER:

Shore Capital Stockbrokers Limited

Cassini House

57 St James's Street

London SW1A 1LD

United Kingdom

Stifel Nicolaus Europe Limited

150 Cheapside

London EC2V 6ET

United Kingdom

J & E 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:

DATE OF NOTIFICATION:

5 September 2019

NEW/ UPDATE:

New