Re. Distribution in Specie and Notice of Results
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 rights
8.00 a.m. on 16 June 2021
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 of Croft Nominees Limited
Upon issue on 18 June 2021
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
Walbrook PR (Financial PR & IR)
+44 (0)20 7933 8780 or [email protected]
Paul McManus / Sam Allen
+44 (0)7980 541 893 / +44 (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® 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.