Venn Life Sciences Holdings PLC ESM Schedule 1 update (6497L)
January 13 2016 - 1:00AM
UK Regulatory
TIDMVENN
RNS Number : 6497L
Venn Life Sciences Holdings PLC
13 January 2016
Pre-Admission Announcement
ESM Schedule 1
Announcement to be made by the ESM Applicant prior
to admission in accordance with
rule 2 of the ESM Rules for Companies
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All Applicants must complete the following
Company name Venn Life Sciences Holdings plc ("Venn Life Sciences"
or the "Company")
Company registered address and if different, company
trading address (including postcodes)
Registered Office: 1 Berkeley Street, London, WIJ8DJ,
UK
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Country of incorporation
England and Wales
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Company website address containing all information
required by rule 26 in the ESM Rules
for Companies
http://www.vennlifesciences.com/investor-aim-rules/
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Company business (including main country of operation)
or, in the case of an investing company, details
of its investing strategy. If the admission is
sought as a result of a reverse takeover under
rule 14 of the ESM Rules for Companies, this should
be stated
Venn Life Sciences is a European Contract Research
Organisation providing drug development, clinical
trial management and resourcing solutions to pharmaceutical,
biotechnology and medical device organisations.
With dedicated operations in France, Germany, the
Netherlands, the UK, Ireland and Europe wide representation
- Venn offers clients a full spectrum of services
form non-clinical through all clinical phases.
Venn also has an innovation division - Innovenn
- focused primarily on breakthrough development
opportunities in Skin Science. Venn's current capabilities
have developed through a combination of acquisitions
and organic growth. Venn expects to continue to
develop in this way and intends broadening it's
footprint further in Europe.
Venn Life Sciences is headquartered in Dublin,
Ireland and has subsidiaries operating in France,
Germany, the Netherlands and the UK (together the
"Group").
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Details of securities to be admitted including
any restrictions as to transfer of securities (i.e.
where known, number of shares, nominal value and
issue price to which it seeks admission and the
number and type to be held as treasury shares)
The total number of ordinary shares of GBP0.001
each ("Ordinary Shares") to be admitted to ESM
is 60,239,263. The price of each Ordinary Share
to be admitted to ESM is likely to reflect the
prevailing share price on AIM adjusted for the
prevailing EUR:GBP exchange rate.
Except as provided for by the lock-up agreement
with Mr Kees Groen an Executive Director of the
Company who is beneficially interested in 4,780,320
Ordinary Shares (amounting to 7.9% of the issued
share capital of the Company) which are subject
to a lock up period of 12 months from 16 October
2015, there are no restrictions on the transfer
of securities to be admitted. Mr Groen received
these Ordinary Shares as part consideration following
the sale of his company, Kinesis, to Venn Life
Sciences in October 2015.
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Capital to be raised on admission (if applicable)
and anticipated market capitalisation on
admission
No capital to be raised on admission to ESM
The anticipated market capitalisation of
Venn Life Sciences on admission is expected
to be EUR19.9 million.
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Percentage of ESM securities not in public
hands on admission
Approximately 11%
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Details of any other exchange or trading
platform to which the ex securities (or other
securities of the company) are or will be
admitted or traded
The Ordinary Shares were admitted to trading
on the AIM market of the London Stock Exchange
on 14 December 2012
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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)
Mr Tony Richardson (Chief Executive Officer
& Executive Chairman)
Mr Jonathan Hartshorn (Chief Financial Officer)
Mr Michael Ryan (Non-Executive Director)
Mr Paul Kennedy (Non-Executive Director)
Ms Gracielle Anna Maria Beijerbacht-Schutjens
(Executive Director)
Mr Kees Groen (Executive Director)
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Full names and holdings of significant shareholders,
expressed as a percentage of the issued ordinary
share capital, before or after admission (underlining
the first name by which each is known or including
any other name by which each is known)
Name No. of ordinary % of existing
shares share capital
------------------ ---------------- ---------------
Livingbridge
VC LLP 13,081,337 21.7%
------------------ ---------------- ---------------
Calculus Capital
Limited 5,106,117 8.5%
------------------ ---------------- ---------------
Kees Groen 4,780,320 7.9%
------------------ ---------------- ---------------
David Newton 2,200,000 3.7%
------------------ ---------------- ---------------
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Names of all persons to be disclosed in accordance
with schedule two, paragraph (h) of the ESM
Rules for Companies
N/A
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i anticipated accounting reference date
31 December
ii date to which the main financial information
in the admission document has been prepared
N/A admission to ESM via Designated Markets
Route
iii dates by which it must publish its
first three reports pursuant to Rules
18 and 19 in the ESM Rules for Companies
a. Year ended 31 December 2015 by 29 April
2016;
b. 6 months ended 30 June 2016 by 30 September
2016; and
c. Year ended 31 December 2016 by 28 April
2015.
------------------------------------------------------------------------- ---
Expected admission
18 January 2016
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Name and address of ESM
Adviser
Davy Corporate Finance
Davy House
49 Dawson Street
Dublin 2
Ireland
Name and address of broker(s)
Davy
Davy House
49 Dawson Street
Dublin 2
Ireland
Hybridan LLP
20 Ironmonger Lane
London
EC2V 8EP
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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
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N/A
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Date of notification
13 January 2016
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New/update (see note): Updated
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Quoted Applicants must also complete the
following
The name of the ESM designated market upon
which the Applicant's securities have been
traded
AIM
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The date from which the Applicant's securities
have been so traded
14 December 2012
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Confirmation that, following due and careful
enquiry, the Applicant has adhered to any
legal and regulatory requirements involved
in having its securities traded upon such
a market or details of where there has been
any breach
The Company has adhered to the legal and
regulatory requirements applicable to companies
admitted to trading on the AIM market of
the London Stock Exchange plc.
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An address or web-site address where any
documents or announcements which the Applicant
has made public over the last two years (in
consequence of having its securities so traded)
are available
http://www.vennlifesciences.com/shareholder-information/regulatory-news-service-rns/
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Details of the Applicant's strategy following
admission including, in the case of an investing
company, details of its investment strategy
Venn Life Sciences is a European Contract
Research Organisation providing drug development,
clinical trial management and resourcing
solutions to pharmaceutical, biotechnology
and medical device organisations. With dedicated
operations in France, Germany, the Netherlands,
the UK, Ireland and Europe wide representation
- Venn offers clients a full spectrum of
services form non-clinical through all clinical
phases. Venn also has an innovation division
- Innovenn - focused primarily on breakthrough
development opportunities in Skin Science.
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