TIDMVENN
RNS Number : 7352I
Venn Life Sciences Holdings PLC
11 December 2015
The Enterprise Securities Market ("ESM") is a market designed
primarily for emerging or smaller companies to which a higher
investment risk tends to be attached than to larger or more
established companies. ESM securities are not admitted to the
Official List of the Irish Stock Exchange ("ISE"). A prospective
investor should be aware of the risks of investing in such
companies and should make the decision to invest only after careful
consideration and, if appropriate, consultation with an independent
financial adviser. Each ESM company is required pursuant to the ESM
Rules for Companies to have an ESM Adviser. The ESM Adviser is
required to make a declaration to the Irish Stock Exchange on
admission in the form set out in Schedule Two to the Rules for
Enterprise Securities Market Advisers. The Irish Stock Exchange has
not itself examined or approved the contents of this document.
VENN LIFE SCIENCES HOLDINGS PLC
ISIN GB00B9275X97
APPENDIX TO SCHEDULE ONE ANNOUNCEMENT
FURTHER INFORMATION ON VENN LIFE SCIENCES HOLDINGS PLC (THE
"COMPANY" OR "VENN") IN CONNECTION WITH ITS PROPOSED ADMISSION TO
TRADING ON ESM
This Appendix is prepared in accordance with section (k) of the
supplement to Schedule One of the ESM Rules for Companies ("ESM
Rules") published by the Irish Stock Exchange. It includes
information equivalent to that required for an admission document,
which is not currently public. The Company's Public Record can be
accessed freely on the Company's website www.vennlifesciences.com
and via RNS (the "Public Record"). This Appendix should be read in
conjunction with the Schedule One pre-admission announcement (the
"Schedule One") made by the Company at least 20 days prior to ESM
Admission and the Public Record. (This Appendix and Schedule One
together constitute "the Announcement").
The Company and the Directors of the Company (whose name appear
on page 2 of this document) (the "Directors") accept
responsibility, both collectively and individually, for all the
information contained in this document and compliance with the ESM
Rules for Companies. To the best of the knowledge and belief of the
Company and the Directors (who have taken all reasonable care to
ensure that such is the case), the information contained in this
document is in accordance with the facts and does not omit anything
likely to affect the import of such information.
Davy, who is regulated in Ireland by the Central Bank of
Ireland, has been appointed as Nominated Adviser, ESM Adviser and
Joint Broker to the Company effective from ESM Admission. Davy is
acting exclusively for the Company in connection with the ESM
Admission and is not acting for any other person and will not be
responsible to any person for providing the protections afforded to
customers of Davy or for advising any other person in connection
with the arrangements described in the Announcement. In accordance
with the ESM Rules, Davy confirms to the Irish Stock Exchange that
it has satisfied itself that the Directors have received advice and
guidance as to the nature of their responsibilities and obligations
to ensure compliance by the Company with the ESM Rules, and that,
in its opinion and to the best of its knowledge and belief, all
relevant requirements of the ESM Rules have been complied with.
Davy accepts no liability whatsoever for the accuracy of any
information or opinions contained in this document or for the
omission of any material information, for which it is not
responsible.
Copies of this document will be freely available to the public
on the Company's website from the date of this document for the
period of at least one month from ESM Admission.
1. DIRECTOR INFORMATION
1.1 Details of the Directors are set out in the table below:
Name of Director Age Position
David Evans 55 (Non-Executive
Chairman)
Anthony Richardson 51 (Chief Executive
Officer)
Jonathan Hartshorn 45 (Chief Financial
Officer)
Gracielle Anna Maria 49 (Chief Operations
Beijerbacht-Schutjens Officer)
Kees Groen 54 (Executive Director)
Michael Ryan 58 (Non-Executive
Director)
Paul Kennedy 70 (Non-Executive
Director)
1.2 Mr Groen was a member of the Advisory Board of InPEC B.V. a
Phase 1 CRO invested in by Kinesis. InPEC B.V. was liquidated on 20
April 2010.
1.3 Save as disclosed above or in the Company's Public Record, none of the Directors has:
(i) any unspent convictions in relation to indictable offences;
(ii) been made bankrupt or has made an individual voluntary
arrangement with creditors or suffered the appointment of a
receiver over any of his assets;
(iii) been a director of any company which, whilst he was such a
director or within 12 months after his ceasing to be such a
director, was put into receivership, compulsory liquidation,
creditors' voluntary liquidation, administration, company voluntary
arrangement or any composition or arrangement with the company's
creditors generally or with any class of creditors of any company
or had an administrator or an administrative or other receiver
appointed;
(iv) been a partner in any partnership which, whilst he was a
partner, or within 12 months after his ceasing to be a partner, was
put into compulsory liquidation or had an administrator or an
administrative or other receiver appointed or entered into any
partnership voluntary arrangement;
(v) had an administrative or other receiver appointed in respect
of any asset belonging either to him or to a partnership of which
he was a partner at the time of such appointment or within the 12
months preceding such appointment; or
(vi) received any public criticisms by statutory or regulatory
authorities (including recognised professional bodies) or has ever
been disqualified by a court from acting as a director of a company
or from acting in the management or conduct of the affairs of the
company.
1.4 Save as disclosed in the Company's Public Record, no
Director, nor any connected person (being any person connected with
a Director within the meaning of sections 252 to 255 of the UK
Companies Act 2006 (the "2006 Act") has at the date of this
document, or will have immediately following Admission, any
interest, whether beneficial or non--beneficial, in the share or
loan capital of the Company or any of its subsidiaries or any
related financial product referenced to the Company's ordinary
shares.
2. BOARD PRACTICES
2.1 Service agreements
2.2 Service agreement with Jonathan Hartshorn
Mr Hartshorn was appointed Chief Financial Officer and Executive
Board member on 15 June 2015. The terms of his appointment are set
out in a service agreement dated 1 May 2015. The terms provide:
2.2.1 a commencement date of 15 June 2015;
2.2.2 no fixed term and a notice period of two months' is
required in the event of the termination or resignation of
employment;
2.2.3 a fee of EUR120,000 gross per annum, subject to annual review.
2.3 Service agreement with Kees Groen
Mr Groen was appointed as an Executive Director on 19 October
2015 following the acquisition of Kinesis Pharma B.V. ("Kinesis")
by the Company. Mr Groen was the founder and managing director of
Kinesis, and is a regulatory expert with significant experience in
pharmaceutical research and development, both with regulatory
authorities and in industry. The terms of his appointment are set
out in a letter dated 16 October 2015. The terms provide:
2.3.1 a commencement date of 19 October 2015;
2.3.3 no fixed term and a notice period of six months' is
required in the event of the termination or
resignation of employment; and
2.3.3 a fee of EUR215,000 gross per annum, subject to annual review.
Mr Groen is beneficially interested in 4,780,320 ordinary shares
in the Company, amounting to 7.94% of the issued share capital of
the Company. These ordinary shares were received as part
consideration for the sale of Kinesis and are subject to a lock up
period of 12 months from 16 October 2015.
2.4 Service agreement with Gracielle Anna Maria
Beijerbacht-Schutjens
Mrs Beijerbacht-Schutjens became an employee of the Company in
March 2010, when her business Uptoyou B.V. was acquired by Venn.
She was appointed as an Executive Director, Chief Operations
Officer, on 6 January 2015. The terms of her employment are:
2.4.1 no fixed term and a notice period of six months' is
required in the event of the termination or
resignation of employment;
2.4.2 a fee of EUR130,000 gross per annum, subject to annual review; and
2.4.3 a fee of EUR12,000 per annum for her services as a Board member.
3. RISK FACTORS
Venn may not be able to successfully integrate entities or
assets it has acquired or may acquire in the future
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December 11, 2015 02:00 ET (07:00 GMT)
There can be no assurance that Venn will be able to fully or
effectively integrate entities or assets it has acquired or which
it may acquire in the future. Venn strives to achieve revenue and
cost synergies, operating efficiencies and business growth
opportunities, as well as other benefits from any acquisition. The
integration of any such acquisition into Venn, however, may be
complex and expensive and may present a number of challenges for
management. In addition, expected business growth opportunities,
revenue and cost synergies, operational efficiencies and other
benefits may not materialise, in part because the assumptions upon
which Venn determined to proceed with any such acquisition may
prove to be incorrect. It is the policy of Venn to undertake due
diligence in relation to any potential acquisition, but there can
be no guarantee that such diligence has been or would be sufficient
to uncover all material issues or that the quality of assets
acquired will not negatively impact upon Venn's overall business.
As a result, if anticipated synergies or other benefits of an
acquisition are not achieved, or those achieved are materially
different from those that were expected to be achieved prior to the
acquisition, then this could have a material adverse effect on
Venn's business, results of operations, financial condition and
prospects.
Following the acquisition of Kinesis, Venn developed and is
implementing an integration plan to improve the performance of the
two companies. The process of integration of Kinesis is underway
but there can be no assurance that Venn will be able to fully
realise the expected revenue or cost synergies, operating
efficiencies or business growth opportunities as well as other
benefits from the business combination. Furthermore, any
re-branding of the businesses could result in reduced demand for
services.
4. ORGANISATIONAL STRUCTURE
A list of Venn's principal subsidiaries as at 10 December 2015
are set out below:
Name Country of incorporation Proportion
of ownership
interest
--------------------- -------------------------- --------------
Venn Life Sciences
Limited Ireland 100%
--------------------- -------------------------- --------------
Venn Life Sciences
(Ireland) Limited Ireland 100%
--------------------- -------------------------- --------------
Venn Life Sciences
B.V. Netherlands 100%
--------------------- -------------------------- --------------
Venn Synergie
S.A.S. France 100%
--------------------- -------------------------- --------------
Venn Life Sciences England and
UK Limited Wales 100%
--------------------- -------------------------- --------------
Venn Life Sciences
(NI) Limited Northern Ireland 100%
--------------------- -------------------------- --------------
Venn Life Sciences
(Germany) GmbH Germany 100%
--------------------- -------------------------- --------------
Venn Life Science
(France) S.A.S France 85.2%
--------------------- -------------------------- --------------
England and
Innovenn UK Limited Wales 55.6%
--------------------- -------------------------- --------------
Innovenn Limited Ireland 55.6%
--------------------- -------------------------- --------------
Kinesis Pharma
B.V. Netherlands 100%
--------------------- -------------------------- --------------
Kinesis Pharma
Singapore Pte.
Limited. Singapore 100%
--------------------- -------------------------- --------------
5. EMPLOYEES
As at 10 December 2015, Venn had 144 employees (including the
Executive Directors). The breakdown of the employees for each of
the financial years ended 31 December 2012, 31 December 2013, 31
December 2014 and on 10 December 2015 was as follows:
Average Number of Employees
2012 2013 2014 10 December
2015
Employees 55 43 62 144
----- ----- ----- ------------
6. MAJOR SHAREHOLDERS
6.1 A list of those shareholders who, directly or indirectly,
are interested in three per cent. or more of the current issued
ordinary share capital of the Company is set out in the table below
and represent the holdings last notified by those shareholders to
the Company.
Name No. of ordinary % of existing share
shares capital
Livingbridge
VC LLP 5,263,157 8.7%
Calculus Capital
Limited 5,106,117 8.5%
Kees Groen 4,780,320 7.9%
David Newton 2,200,000 3.7%
6.2 As at the date of this document, no major shareholder has
any different voting rights to the other holders of ordinary shares
in the capital of the Company.
7. ARTICLES OF ASSOCIATION
A copy of the Articles may be accessed at
www.vennlifesciences.com/company-information/.
8. MATERIAL CONTRACTS
In addition to the agreements summarised in the Public Record,
the following contracts, not being contracts entered into in the
ordinary course of business, have been entered into by the Company
or its subsidiaries during the two years immediately preceding the
date of the Announcement and are, or may be, material as of the
date of the Announcement:
8.1 Appointment of Davy as Nominated Adviser, ESM Adviser and
Joint Broker to Venn Life Sciences Holdings plc
The Company has entered into a Nominated Adviser, ESM Adviser
and Joint Broker agreement dated 9 December 2015 with Davy pursuant
to which the Company has appointed Davy to act as Nominated
Adviser, ESM Adviser and Joint Broker to the Company effective from
ESM Admission. The Company has agreed to pay to Davy a fee of
EUR50,000 per annum (plus applicable VAT). The appointment of Davy
as Nominated Adviser, ESM Adviser and Broker shall continue unless
and until terminated by either party on 60 days' notice. Davy has
reserved the right to terminate the agreement forthwith in certain
circumstances. Under the agreement, the Company has given certain
customary indemnities to Davy in connection with its engagement as
the Company's Nominated Adviser, ESM Adviser and Joint Broker. The
agreement is governed by English law.
8.2 Appointment of Hybridan LLP as Joint Broker to Venn Life Sciences Holdings plc
The Company has entered into a Joint Broker agreement dated 24
August 2015 with Hybridan LLP ("Hybridan") pursuant to which the
Company has appointed Hybridan to act as Joint Broker to the
Company effective from 24 August 2015. The Company has agreed to
pay Hybridan a fee of GBP28,000 per annum (plus applicable VAT).
The appointment of Hybridan as Joint Broker shall continue unless
and until terminated by either party on three months written
notice. The agreement is governed by English Law.
8.3 Appointment of Walbrook PR Limited as Public Relations
Consultant to Venn Life Sciences Holdings plc
The Company has an annual consultancy agreement with Walbrook PR
Ltd for the provision of PR and investor relations services at a
monthly fee of GBP2,500 plus VAT. The appointment may be terminated
by either party serving at least 1 month's written notice on the
other.
9. DIVIDEND POLICY
The Company has not paid a dividend and the Board do not propose
to pay a dividend for the foreseeable future. However, the Board,
once it is commercially prudent to do so, intends to implement a
progressive dividend policy.
10. CORPORATE GOVERNANCE
The Directors acknowledge the importance of the principles set
out in the UK Corporate Governance Code. Although the UK Corporate
Governance Code is not compulsory for AIM or ESM quoted companies,
the Directors have a policy of applying the principles as far as
practicable and appropriate for a company of its size.
11. LITIGATION AND ARBITRATION
Neither the Company nor any subsidiary of Venn is, nor has at
any time in the 12 months immediately preceding the date of this
document been, involved in any governmental, legal or arbitration
proceedings, and the Company is not aware of any governmental,
legal or arbitration proceedings pending or threatened by or
against the Company or any subsidiary of Venn, nor of any such
proceedings having been pending or threatened at any time in the 12
months immediately preceding the date of this document, in each
case which may have, or have had in the recent past, a significant
effect on the Company's financial position or profitability.
12. GENERAL
12.1 Davy has given and has not withdrawn its written consent to
the issue of this document with the inclusion herein of its name in
the form and context in which it is included.
12.2 On an ad hoc basis the Company engages Amrita Corporate
Advisory Limited ("Amrita") for the provision of M&A advisory
services. In the 12 months preceding the Company's application for
Admission Amrita invoiced the company for GBP98,968 (inclusive of
VAT).
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