TIDMFAST
RNS Number : 5350V
Fastnet Equity PLC
18 April 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 FASTNET EQUITY PLC TO BE RENAMED AMRYT PHARMA PLC
Company registered address and if different, company
trading address (including postcodes)
Ivybridge House, 1 Adam Street, London WC2N 6LE
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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
www.fastnetequity.com to become www.amrytpharma.com
following 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
The Company has since 28 August 2015, been classified
as an investing company under Rule 15 of the ESM
Rules for Companies ("ESM Rules"). On 30 March
2016 the Company entered into a conditional agreement
to acquire the entire issued share capital of Amryt
Pharmaceuticals Designated Activity Company ("Amryt")
for consideration of GBP29.6 million to be satisfied
by the issue of 123,495,096 consideration shares.
In addition, the Company is proposing to raise
GBP10.0 million (before expenses) through a conditional
placing of 41,673,402 new ordinary shares (following
a capital reorganisation) at 24 pence per new ordinary
share ("Placing Price").
Amryt was incorporated in August 2015 as a platform
to acquire, build, develop and subsequently monetise
a pipeline of patent protected, commercially attractive,
proprietary drug candidates targeting best in class
performance chosen to meet the orphan drug designation
criteria. Since incorporation, Amryt has received
investment totalling EUR2.0 million to finance
due diligence on potential target businesses and
as working capital. In line with its strategy,
Amryt has entered into agreements, conditional,
inter alia, on admission, to acquire the entire
issued share capital of each of Birken AG, SomPharmaceuticals
S.A and Somtherapeutics, Corp. Birken is a revenue
generating pharmaceutical development and manufacturing
company based in Germany.
The main country of operations will be Ireland.
The acquisition of Amryt constitutes a reverse
takeover under the AIM Rules and ESM Rules. As
a consequence, the current directors are seeking
shareholder approval for the proposals at a general
meeting.
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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)
208,339,631 ordinary shares of 1.0p each ("Ordinary
Shares") at a placing price of 24p per Ordinary
Share
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Capital to be raised on admission (if applicable)
and anticipated market capitalisation on admission
Placing of 41,673,402 Ordinary Shares at 24p per
Ordinary Share to raise GBP10.0 million
Approximate market capitalisation of GBP50.0 million
on admission at the Placing Price
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Percentage of ESM securities not in public hands
on admission
62.6%
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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
AIM, a market regulated 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
Cathal Martin Friel Non-executive Chairman
John Michael Edelson Non-executive Director
Michael Henry Nolan Non-executive Director
Harry Thomas Stratford Non-executive Director
New Board (from Admission)
Harry Thomas Stratford Non-executive Chairman
Joseph (Joe) Amrit Wiley CEO
Rory Peter Nealon CFO/COO
Ray Thomas Stafford Non-executive Director
Anthony James Culverwell Non-executive Director
Cathal Martin Friel Non-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)
Significant Shareholders:
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Prior to Re-Admission(1) On Re-Admission
-------------- ------------------------------- -------------- -------------------------------------------
Shareholder Number Percentage Number Number Total Percentage
of Existing of existing of of Placing Number of Enlarged
Ordinary share Consideration Shares of New Share
Shares capital Shares Ordinary Capital
Shares
-------------- ------------- ---------------- --------------- ------------ -------------- -------------
Software
AG-Stiftung NIL NIL 36,937,234 6,608,333 43,545,567 20.90%
-------------- ------------- ---------------- --------------- ------------ -------------- -------------
Cathal
Friel(2) 39,751,525 11.51% 28,108,407 NIL 33,077,347 15.88%
-------------- ------------- ---------------- --------------- ------------ -------------- -------------
Joseph
Wiley NIL NIL 20,442,478 330,417 20,772,895 9.97%
-------------- ------------- ---------------- --------------- ------------ -------------- -------------
Axa
Framlington
Investment
Managers NIL NIL NIL 20,625,000 20,625,000 9.90%
-------------- ------------- ---------------- --------------- ------------ -------------- -------------
Rory
Nealon NIL NIL 8,130,531 1,312,500 9,443,031 4.53%
-------------- ------------- ---------------- --------------- ------------ -------------- -------------
Alan
Harris NIL NIL 8,869,090 NIL 8,869,090 4.26%
-------------- ------------- ---------------- --------------- ------------ -------------- -------------
Hargreaves
Lansdown
Stockbrokers 34,969,794 10.13% NIL NIL 4,371,224 2.10%
-------------- ------------- ---------------- --------------- ------------ -------------- -------------
Dolmen
Stockbrokers 26,531,455 7.68% NIL NIL 3,316,432 1.59%
-------------- ------------- ---------------- --------------- ------------ -------------- -------------
TD Waterhouse
Stockbrokers 22,301,580 6.46% NIL NIL 2,787,698 1.34%
-------------- ------------- ---------------- --------------- ------------ -------------- -------------
Barclays
Personal
Investment
Management 16,251,910 4.71% NIL NIL 2,031,489 0.98%
-------------- ------------- ---------------- --------------- ------------ -------------- -------------
Halifax
Share
Dealing 14,912,563 4.32% NIL NIL 1,864,070 0.89%
-------------- ------------- ---------------- --------------- ------------ -------------- -------------
Davycrest
Nominees
Ltd 10,734,826 3.11% NIL NIL 1,341,853 0.64%
-------------- ------------- ---------------- --------------- ------------ -------------- -------------
Notes:
1. As at the last register analysis undertaken
dated 1 February 2016
2. Cathal Friel's interest in the Existing Ordinary
Shares in the Company includes 36,418,331 Existing
Ordinary Shares held by Raglan Capital and 3,333,194
held in his own name. On Admission Cathal Friel's
interest in the New Ordinary Shares in the Company
will consist of 32,660,698 New Ordinary Shares
held by Raglan Capital and 416,649 New Ordinary
Shares held in his own name. Raglan Capital is
a company which is owned by Cathal Friel and his
wife Pamela Iyer.
As part of the transaction the Company will be
undertaking a capital reorganisation such that
(MORE TO FOLLOW) Dow Jones Newswires
April 18, 2016 09:30 ET (13:30 GMT)
each holding of every eight or more Existing Ordinary
Shares will be consolidated into one New Ordinary
Share and one Deferred Share.
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
30 September 2015
iii dates by which it must publish its
first three reports pursuant to Rules
18 and 19 in the ESM Rules for Companies
As follows
a) By 30 June 2016 - publication of audited
final results for the 9 month period ending
31 December 2015
b) By 30 September 2016 - publication
of unaudited interim results for the 6
month period ending 30 June 2016
c) By 30 June 2017 - publication of audited
final results for the 12 month period
ending 31 December 2016
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Expected admission
19 April 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)
J&E Davy
Davy House
49 Dawson Street
Dublin 2
Ireland
Shore Capital Stockbrokers Limited
Bond Street House
14 Clifford Street
London W1S 4JU
Stifel Nicolaus Europe Limited,
150 Cheapside,
London EC2V 6ET
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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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Copies of the admission document will be available
to the public, free of charge, at the registered
office of the Company at 1 Adam Street, London
WC2N 6LE (telephone number +44 (0) 20 3411 5730)
during normal business hours on any weekday (Saturdays
and public holidays excepted) for a period of one
month from the date of Admission.
This document is also available on the Company's
website at www.fastnetequity.com and subsequently
www.amrytpharma.com
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Date of notification
18 April 2016
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New/update (see note):
UPDATE
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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
The date from which the Applicant's securities
have been so traded
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
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
Details of the Applicant's strategy following
admission including, in the case of an investing
company, details of its investment strategy
A description of any significant change in
financial or trading position of the Applicant,
which has occurred since the end of the last
financial period for which audited statements
have been published
A statement that the directors of the Applicant
have no reason to believe that the working
capital available to it or its group will
be insufficient for at least twelve months
from the date of its admission
Details of any lock-in arrangements pursuant
to rule 7 of the ESM Rules for Companies
A brief description of the arrangements for
settling the Applicant's securities
A website address detailing the rights attaching
to the Applicant's securities
Information equivalent to that required for
an admission document which is not currently
public
A website address of a page containing the
Applicant's latest annual report and accounts
which must have a financial year end not
more than nine months prior to admission
and fully audited interim results where applicable.
The accounts must be prepared according to
Irish, UK or US
GAAP or international accounting standards.
The number of each class of securities held
in treasury
Note: this field should indicate that the
announcement is 'new' and all relevant fields
should be completed. Otherwise where the
form is required to be completed in respect
of an 'update' announcement, this should
be indicated. In such cases, all the original
information should be included with any amended
fields emboldened.
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Submit completed form for market dissemination
via www.isedirect.ie
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This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCEADLPFESKEFF
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