TIDM3LEG
RNS Number : 7687S
3Legs Resources plc
21 March 2016
21 March 2016
3Legs Resources plc
("3Legs" or "the Company")
Result of General Meeting
The Company is pleased to announce that, at the General Meeting
held earlier today, all the resolutions proposed were duly passed,
with Resolution 2, to waive the obligation of the Concert Party to
make a mandatory general offer which would otherwise be required
under Rule 9 of the Takeover Code, being conducted on a poll of
Independent Shareholders.
Following the resolutions being passed, the Company's name will
be changed to SalvaRx Group plc and the acquisition of the issued
share capital not already owned by it in SalvaRx Limited, for an
aggregate consideration of GBP8.8 million, to be satisfied by the
issue of New Ordinary Shares, as more particularly described in the
Admission Document, is expected to occur at 8.00 a.m. on 22 March
2016. As from Admission the Company's TIDM will be "SALV".
As previously announced, the Company has raised GBP1.95 million
(before expenses) by way of a Placing of New Ordinary Shares at
35.5p per share in order to fund the Enlarged Group's further
development, including its working capital needs.
New Board
Following Admission, Jim Mellon will replace Richard Armstrong
as Non-Executive Chairman (with Richard Armstrong continuing as a
non-executive director of the Company) and Dr Ian Walters and Kam
Shah will be appointed as directors of the Company.
Consolidation of Ordinary Share Capital
As a result of the resolutions being duly passed, every 100
Existing Ordinary Shares of 0.025p each in the Company have been
consolidated into 1 New Ordinary Share of 2.5p each. The record
date for the Share Consolidation is 5.00 p.m. today. The ISIN
number for the Company's New Ordinary Shares from Admission will be
IM00BZ4SS228.
Admission and Total Voting Rights
Immediately following Admission, the Enlarged Share Capital will
be 36,466,619. This comprises 6,184,929 New Ordinary Shares in
respect of the existing issued share capital of 3Legs, 5,492,958
New Ordinary Shares in respect of the Placing and 24,788,732 New
Ordinary Shares issued as consideration in respect of the
acquisition of SalvaRx Limited.
Following Admission, the total number of New Ordinary Shares in
issue will be 36,466,619. There are no shares held in Treasury.
Accordingly, the total number of voting rights in the Company on
Admission will be 36,466,619. This figure may be used by
shareholders as the denominator for the calculations to determine
if they are required to notify their interest in, or a change to
their interest in, the Company under the FCA's Disclosure and
Transparency Rules. Trading in the Company's Enlarged Share Capital
will commence following the lifting of the suspension at 8.00 a.m.
tomorrow, Tuesday 22 March 2016.
Directors' holdings
Immediately following Admission, the holdings of the Directors
and Proposed Directors will be as follows:
Name Number of % of Enlarged No. of options
New Ordinary Share Capital over New Ordinary
Shares Shares
Richard Armstrong 64,635 0.18 177,396
Colin Weinberg 43,103 0.12 177,396
Jim Mellon 13,320,291 36.53 86,230
Dr Greg Bailey 13,320,291 36.53 86,230
Ian Walters* - - 1,823,330
Kam Shah - - 364,666
*held through his personal services company, Value Driven Drug
Development Solutions LLC.
Interest of the Concert Party
Immediately following Admission, the Concert Party will hold in
aggregate 26,640,582 New Ordinary Shares, representing 73.05 per
cent. of the Enlarged Share Capital. In addition, certain members
of the Concert Party hold, in aggregate, 172,460 Options over New
Ordinary Shares (such options being exercisable at any time until
16 February 2021) and Plan Options over 2,144,114 New Ordinary
Shares (such options being exercisable in three equal annual
tranches from 22 March 2017). These Options and the Plan Options
may not be exercised without the Panel's consent. If all of these
Options and the Plan Options were exercised (and assuming no other
issues of New Ordinary Shares), the Concert Party would hold New
Ordinary Shares representing 74.66 per cent. of the so enlarged
share capital (assuming no other issues of New Ordinary
Shares).
All of the defined terms in this announcement have the same
meaning as in the circular published by the Company and sent to
shareholders on 3 March 2016, a copy of which is available at
www.3legsresources.com and from Admission at www.salvarx.io.
Enquiries
3Legs Resources plc
Richard Armstrong Tel: +44 7787 500221
Colin Weinberg Tel: +44 7836 588504
Northland Capital Partners Limited Tel: +44 203 861 6625
Nominated Adviser and Broker
Matthew Johnson / Edward Hutton
/ Stuart Miller (Corporate Finance)
John Howes / Abigail Wayne (Corporate
Broking)
Peterhouse Corporate Finance
Limited Tel: +44 207 469 0934
Joint Broker
Lucy Williams / Duncan Vasey
Britton Financial PR Tel: +44 7957 140416
Tim Blackstone
Abchurch Communications Limited Tel: +44 207 398 7712
Jamie Hooper / Alex Shaw
This information is provided by RNS
The company news service from the London Stock Exchange
END
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