TIDMVENN
RNS Number : 4512H
Venn Life Sciences Holdings PLC
13 March 2015
Venn Life Sciences Holdings Plc
("Venn" or the "Company")
Placing to raise GBP2 million and Notice of General Meeting
Venn Life Sciences (AIM: VENN), a growing Clinical Research
Organisation (CRO) providing clinical trial management and
resourcing solutions to pharmaceutical, biotechnology and medical
device clients, announces that the Company has today conditionally
raised GBP2 million before expenses (the "Placing") through the
placing of 10,526,316 new ordinary shares, through Zeus Capital as
broker to the Company, at a placing price of 19 pence per ordinary
share (the "Placing Shares").
The Company will today post to shareholders a Circular and
Notice of General Meeting (together the "Circular") to approve the
Placing. A copy of the Circular will be available from the
Company's website in accordance with the AIM rules. Please note
that capitalised terms used in this announcement, but not defined,
have the same meaning as in the Circular.
Introduction
The Company announces the terms of a conditional placing by Zeus
Capital, acting as the Company's Nominated Adviser and Broker, to
raise approximately GBP2 million (before expenses) by the issue and
allotment by the Company of 10,526,316 Ordinary Shares at price of
19 pence per share. The proceeds from the Placing will be used by
the Company for working capital and, where appropriate, in support
of the Company's stated acquisition policy.
The Placing is conditional, inter alia, upon advanced assurance
being obtained from HMRC that the Company remains a qualifying
Company and the Placing Shares are eligible shares for the purposes
of EIS provisions and upon Shareholders approving the Resolutions
at the General Meeting that will grant to the Directors the
authority to allot the Placing Shares. Application will be made for
the Placing Shares to be admitted to trading on AIM and dealing in
these shares is expected to commence on 2 April 2015.
The purpose of the Circular is to provide commentary on current
trading and outlook, details of the Placing and an explanation of
the resolutions to be proposed at the general meeting being
convened for 11.00 a.m. on 1 April 2015. The Circular also contains
a recommendation from the Board to vote in favour of those
resolutions as the Board intends to do in respect of its aggregate
shareholding of 1,663,993 Existing Ordinary Shares representing
5.87 per cent. of the Existing Ordinary Shares.
Current trading and outlook
On 23 December 2014, the Company announced a strong close to
2014, noting that November had seen a record billing in excess of
EUR900,000 and stating that full year revenues were expected to be
at least double the previous year's revenues (2013: EUR2.04
million).
This strong close was driven by substantial contract wins since
May of 2014, exceeding EUR8 million in total value and providing a
firm foundation for 2015. The Company also noted that it already
had contracted revenue in excess of EUR6 million for the financial
year 2015, as well as submitted proposals for potential new
contracts worth a total of EUR18 million.
Since then the Company has continued to trade in line with
management's expectations.
Reasons for the Placing
The Company has been approached by a number of Shareholders who
have indicated that they would be supportive of a fund raise and
therefore has decided to undertake the Placing. This will allow
further investment in working capital to aid expansion,
particularly in the key commercial areas of business development,
support systems and the hiring of clinical operations staff. These
investments are becoming increasingly important to the Company as
it tenders for, and wins, larger contracts. The Company also has a
strategy of increasing the scope and scale of Venn's service
offering through acquisitions. The net proceeds of the Placing will
provide additional flexibility when opportunities arise.
Information on the Placing
The Placing Shares have been conditionally placed by Zeus
Capital, as agent for the Company, with institutional and other
investors in accordance with the terms of the Placing
Agreement.
The Placing is conditional, inter alia, upon the Placing
Agreement not being terminated, the passing of the Resolutions,
receipt of the Advanced Assurances and Admission. The Placing is
expected to raise GBP2 million, before expenses (which are
estimated to be GBP125,000 (excluding VAT) in total), which will be
used for general working capital and where appropriate, in support
of the Company's stated acquisition policy.
Application will be made for the Placing Shares to be admitted
to trading on AIM and Admission is expected to take place on 2
April 2015. Immediately following their Admission, the Placing
Shares will represent approximately 27.07 per cent. of the Enlarged
Issued Share Capital.
The Placing Shares will, following Admission, rank in full for
all dividends and distributions declared, made or paid in respect
of the issued Ordinary Share capital of the Company and otherwise
rank pari passu in all other respects with the Existing Ordinary
Shares.
The Placing Price represents a discount of 18.28 per cent. to
the closing mid-market price of 23.25 pence per Ordinary Share as
at 12 March 2015 (being the latest practicable date prior to the
date of the Circular).
The Placing is not underwritten.
As part of their placing participation of 5,263,157 Placing
Shares (amounting to approximately GBP1 million at the Placing
Price and representing 13.53 per cent. of the Enlarged Share
Capital), Livingbridge VC LLP has been granted the right to appoint
a director to the board of the Company for as long as it retains a
minimum interest of 10 per cent. of the issued share capital of the
Company.
EIS/VCT Status
The Company applied for and received confirmation from HMRC that
the new ordinary shares issued by way of a placing in April 2014
were eligible shares under the VCT provisions and that the Company
was a qualifying company for EIS purposes.
The Company has applied to HMRC for Advanced Assurances that it
remains a qualifying company for EIS purposes and the Placing
Shares should be eligible shares under the VCT provisions and is
expecting to receive such confirmation prior to the General
Meeting.
The Placing is conditional on Advanced Assurances being
received.
Recommendation
The Directors consider the Placing to be in the best interests
of the Company and its Shareholders as a whole and accordingly
unanimously recommend that Shareholders vote in favour of the
Resolutions to be proposed at the General Meeting as they intend to
do in respect of their own beneficial holdings amounting, in
aggregate, to 1,663,993 Existing Ordinary Shares, representing
approximately 5.87 per cent. of the Existing Ordinary Shares.
Enquiries:
Venn Life Sciences Holdings www.vennlifesciences.com
Plc
Tony Richardson, Chief Executive Tel: +353 154 99 341
Officer
Orla McGuinness Tel: +353 1 30826707
Zeus Capital Limited (Nominated
Adviser and Broker)
Ross Andrews/Andrew Jones Tel: 0161 831 1512
Alex Davies Tel: 020 7533 7727
Walbrook PR Ltd Tel: 020 7933 8787 or
venn@walbrookpr.com
Paul McManus Mob: 07980 541 893
Lianne Cawthorne Mob: 07584 391 303
About Venn Life Sciences Limited
Venn Life Sciences is a Clinical Research Organisation providing
clinical trial management solutions and resourcing solutions to
pharmaceutical, biotechnology and medical device organisations.
With dedicated operations in France, Germany, the Netherlands, the
UK and Ireland and Europe wide representation - Venn specialises in
rapid deployment and management of multisite projects. Venn has
established an innovation division - Innovenn - focused primarily
on breakthrough development opportunities in Skin Science.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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