Ovoca Gold PLC ESM - Schedule One (4975T)
July 04 2018 - 4:00AM
UK Regulatory
TIDMOVG
RNS Number : 4975T
Ovoca Gold PLC
04 July 2018
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
Ovoca Gold plc, to be renamed
Ovoca Bio plc
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Company registered address and if different,
company trading address (including postcodes)
Registered Office: 17 Pembroke Street Upper,
Dublin 2, Ireland
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Country of incorporation
Ireland
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Company website address containing all information
required by rule 26 in the ESM Rules
for Companies
www.ovocagold.com, to become www.ovocabio.com
on Admission
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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
In recent months, Ovoca has engaged with
IVIX, a Russian company developing a drug
candidate for the treatment of female sexual
dysfunctions. Following satisfactory progression
of these discussions, the Board has today
announced that Silverstar, a subsidiary of
the Company, has entered into a conditional
transaction to acquire up to 59.9 per cent
of the participation interests (shares) in
the charter capital of IVIX for a cash consideration
of up to (approximately) US$6.2 million,
to be satisfied from the existing cash resources
of Ovoca.
IVIX was incorporated in 2012 and since that
time has sought to develop and subsequently
commercialise a proprietary drug candidate,
BP101 (known as Libicore), for the treatment
of female sexual dysfunctions. To date, IVIX
has completed Phase II clinical trials in
Russia for Libicore. It now intends to complete
the Russian Phase III clinical trial, following
which it will seek approval for the marketing
of Libicore in the Russian market. IVIX has
also initiated discussions with the FDA for
the potential approval of Libicore development
dossier for the US market.
The nature of the Company's business will
be transformed by the Transaction and, in
order to reflect its new activities, it is
proposed to change the Company's name to
Ovoca Bio plc on Admission.
The main country of operations will be Russia.
The acquisition of IVIX constitutes a reverse
takeover under the AIM Rules and ESM Rules.
As a consequence, the existing directors
are seeking shareholder approval for the
proposals at a general meeting.
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):
88,458,806 Ordinary Shares of nominal value
EUR0.125 each.
There are currently 6,895,000 Ordinary Shares
held as treasury shares.
There are no restrictions on the transfer
of securities to be admitted.
Capital to be raised on admission (if applicable)
and anticipated market capitalisation on
admission:
No capital is being raised.
Market capitalisation of EUR8.2 million (based
on closing price of an Ordinary Share of
Ovoca Gold of EUR0.10 each on 2 July 2018)
Percentage of ESM securities not in public
hands on admission
52.5%
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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:
Application will be made to have the shares
admitted to AIM, a market operated by the
London Stock Exchange
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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):
Existing Board:
Kirill Golovanov - Chief Executive Officer
Mikhail Mogutov -Executive Chairman
Kenneth Kuchling - Non Executive Director(1)
Yuri Radchenko - Non Executive Director
Donald Schissel - Non Executive Director(1)
Leonid Skoptsov - Non Executive Director
Timothy McCutcheon - Non Executive Director
New Board (from Admission)
Kirill Golovanov - Chief Executive Officer
Mikhail Mogutov - Executive Chairman
Yuri Radchenko - Non Executive Director
Leonid Skoptsov - Non Executive Director
Timothy McCutcheon - Non Executive Director
Nikolay Myasoedov - Non Executive Director(2)
Christopher Wiltshire - Non Executive Director(2)
Romulo Colindres - Non Executive Director(2)
(1) Donald Schissel and Kenneth Kuchling
will resign as Directors with effect from
Admission
(2) Romulo Colindres, Nikolay Myasoedov and
Christopher Wiltshire will be appointed as
Non-Executive Directors with effect from
Admission
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Full names and holdings of significant shareholders,
expressed as a percentage of the issued 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 % Issued Share % Issued Share
Capital Capital
Before Admission(1) After Admission(2)
Euroclear Nominees
Limited 21.3% 21.3%
Pickco Trading Co
Limited 9.0% 9.0%
BBHISL Nominees Limited 8.6% 8.6%
Davycrest Nominees 6.4% 6.4%
Citibank Nominees
(Ireland) DAC 5.0% 5.0%
Chase Nominees Limited 3.7% 3.7%
1. As at 21 May 2018, based on last register
analysis and as disclosed in Company's annual
financial report for the year ended 31 December
2017
2. There is no capital being raised in conjunction
with Admission.
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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: 31 December
2017
iii dates by which it must publish
its first three reports pursuant
to Rules 18 and 19 in the ESM Rules
for Companies:
30 September 2018 (in respect of
6 months ended 30 June 2018), 30
June 2019 (in respect of year ended
31 December 2018), 30 September
2019 (in respect of 6 months ended
30 June 2019)
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Expected admission date:
30 July 2018
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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
Davy
Davy House
49 Dawson Street
Dublin 2
Ireland
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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
A copy of the admission document containing
full details about the applicant and the admission
of its securities will be available on the
Company's website at: www.ovocagold.com (and
subsequently www.ovocabio.com from Admission)
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Date of notification
4 July 2018
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New/update: New
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This announcement has been issued through the Companies
Announcement Service of Euronext Dublin.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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