TIDMORPH
RNS Number : 5966B
Open Orphan PLC
31 January 2020
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT
FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY,
IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA,
CANADA, AUSTRALIA, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR
JAPAN OR IN OR INTO ANY OTHER JURISDICTION WHERE TO DO SO WOULD
BREACH ANY APPLICABLE LAW OR REGULATION.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT
ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY
SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR
CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR
ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE
OF ANY SECURITIES OF OPEN ORPHAN PLC IN ANY JURISDICTION WHERE TO
DO SO WOULD BREACH ANY APPLICABLE LAW OR REGULATION.
31 January 2020
Open Orphan plc
("Open Orphan", the "Company" or the "Group")
Results of Placing and Subscription
Open Orphan plc (ORPH), the rapidly growing specialist
pharmaceutical services company which has a focus on orphan drugs,
announces that, further to its announcement at 7.00 a.m. today (the
"Fundraising Announcement"), it has successfully completed the
oversubscribed Fundraising which is now closed.
The conditional Placing and Subscription has raised GBP5.3
million (before expenses) through the placing of 71,254,110 new
Ordinary Shares and subscription of 15,631,143 new Ordinary Shares
with certain institutional and new shareholders at an Issue Price
of 6.1 pence per share.
As outlined in the Fundraising Announcement, the net proceeds of
the Fundraising will be used to fund the growth and synergies
programme of the business following the completion of the hVIVO
acquisition on 17 January 2020. The complementary fit, the shared
vision and strong shareholder support on both sides of the
businesses has allowed Open Orphan to move swiftly to complete the
public takeover from the first discussions in November.
hVIVO is an industry leading services provider in viral
challenge studies and virology laboratory services. It has the only
24-bedroom state of the art quarantine clinic with on-site virology
laboratory and provides a high level of infection control that
allows multiple studies and virus-types to be used simultaneously.
It has a world leading portfolio of viral challenge models
including 2 Flu, 2 RSV, 1 Asthma, 1 Cough and 1 COPD viral
challenge models.
Director Participation
The following Director of the Group participated in the
Placing:
Name of Director Number of Placing Total Ordinary Total interest
Shares subscribed Shares following in the enlarged
for the Fundraising issued share
capital
Cathal Friel,
Executive Chairman 4,918,030 45,965,011 8.6 %
------------------- ------------------ -----------------
The Placing participation from Cathal Friel is considered a
related-party transaction for the purposes of Rule 13 of the AIM
Rules for Companies. The directors (other than Cathal Friel)
consider, having consulted with Arden Partners, the Company's
nominated adviser, that the Placing participation is fair and
reasonable in so far as Open Orphan's shareholders are
concerned.
The Placing participation from Cathal Friel is considered a
related-party transaction for the purposes of the Euronext Growth
Rules. The directors (other than Cathal Friel) consider, having
consulted with Davy, the Company's Euronext Growth Adviser, that
the Placing participation is fair and reasonable in so far as Open
Orphan's shareholders are concerned.
Admission and Total Voting Rights
The Fundraising is conditional on Admission, and is being
carried out within the Company's existing share authority to issue
Ordinary Shares for cash.
It is expected that the Fundraising Shares will be admitted to
trading on AIM and Euronext Growth at 8.00 a.m. on or around 6
February 2020 (or such later date as may be agreed between the
Company and Arden, but no later than 28 February 2020).
Following Admission of the Fundraising Shares, the total number
of Ordinary Shares in the Company in issue will be 532,507,627.
This figure may be used by shareholders as the denominator for the
calculations by which they will determine if they are required to
notify their interest in, or a change to their interest in the
Company under the FCA's Disclosure and Transparency Rules.
Cathal Friel, Executive Chairman of Open Orphan, said:
"As I said in our RNS announcement of the 20(th) of January, I
am hugely excited by the combination of Open Orphan and hVIVO. We
have a fantastic team, substantial revenue potential and the
opportunity to grow a profitable business quickly in the year
ahead. I am personally participating in the placing as I believe in
the strategy of the business and its ability to deliver substantial
returns to shareholders in the next 12 months.
Furthermore, I am particularly excited as to the opportune
timing of our acquisition of hVIVO, as virology, vaccines and
viruses are particularly topical all around the world in recent
days and weeks and hVIVO have the unique reputation as being the
world leader in this space of providing services for over 30 years
to the vaccine production companies around the world. Furthermore,
hVIVO has quite a large database of anonymised patient data
including genomic data and which we can now upload and potentially
monetise through our Open Orphan Genomic Health Data platform.
We are delighted we have completed the Fundraising of over GBP5
million and welcome the new investors to the shareholder register,
where our original Open Orphan founders and management team still
retain a substantial stake in excess of 20% of the enlarged company
because of our original personal investment in the business and
which remains locked up for three years post our June 2019 IPO. The
Fundraising strengthens the balance sheet to help us realise the
full potential of the enlarged group. We are excited by the growth
potential of the Company and look forward to creating value for all
our shareholders."
Capitalised terms in this Announcement shall have the meanings
given to such terms in the Group's announcement at 7.00 a.m.
today.
For further information please contact
Open Orphan plc
Cathal Friel, Executive Chairman +353 (0)1 644 0007
Trevor Phillips, Chief Executive Officer +44 (0)20 7347 5350
Arden Partners plc (Nominated Adviser and Joint Broker) +44
(0)20 7614 5900
John Llewellyn-Lloyd / Benjamin Cryer
Davy (Euronext Growth Adviser and Joint Broker) +353 (0)1 679
6363
Anthony Farrell
Camarco (Financial PR) +44 (0)20 3757 4980
Tom Huddart / Daniel Sherwen
1 Details of the person discharging managerial responsibilities/person closely associated
a) Name Cathal Friel
2 Reason for the notification
a) Position/status Executive Chairman
b) Initial notification/ Amendment Initial Notification
Details of the issuer, emission allowance market participant, auction platform, auctioneer
or auction monitor
a) Name Open Orphan plc
b) LEI 213800VT5KBM7JLIV118
Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii)
each type of transaction; (iii) each date; and (iv) each place where transactions have been
conducted
a) Description of the financial instrument, type of instrument Ordinary Shares
Identification code
ESVUFR
ISIN GB00B9275X97
b) Nature of the transactions Purchase of 4,918,030 ordinary shares
c) Price(s) and volume(s) Price(s) Volume(s)
6.1p 4,918,030
----------
d) Aggregated information
- Aggregated volume 4,918,030
- Price GBP299.999.83
e) Date of the transaction 31/01/2020
f) Place of the transaction 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
ROIBBMBTMTMJBJM
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January 31, 2020 06:23 ET (11:23 GMT)
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