RNS Number:5162Z
Phoqus Group plc
03 July 2007
NOT FOR DISTRIBUTION, IN WHOLE OR IN PART, INTO OR WITHIN THE UNITED STATES,
CANADA, AUSTRALIA OR JAPAN
Phoqus Group plc
Fundraising at 50 pence per share raising #5.2 million ($10.5 million)
West Malling, UK, 3 July 2007 - Phoqus Group plc (AIM: PQS) ("Phoqus" or the
"Company"), the oral drug delivery and development company, today announces a
proposed fundraising to raise #5.0 million ($10.1 million) net of expenses by
way of a Placing of new Ordinary Shares to UK institutional investors and a
management subscription. The Placing is fully underwritten by the Company's
nominated adviser, Nomura Code Securities Limited.
The Fundraising is conditional, inter alia, on the approval of Shareholders. A
circular convening an EGM of the Company, which is expected to take place on 26
July 2007, is being posted to Shareholders. Admission will be made to the London
Stock Exchange for the new Ordinary Shares to be admitted to trading on the AIM
market of the London Stock Exchange. It is expected that Admission will become
effective and that dealings on the new Ordinary Shares will commence on 27 July
2007.
PLACING HIGHLIGHTS AND STRATEGIC UPDATE
* Phoqus to raise approximately #5.0 million ($10.1 million) net of expenses
by way of a conditional fundraising to certain new and existing Shareholders
of 10,409,300 new Ordinary Shares at an issue price of 50 pence per new
Ordinary Share
* The funds raised will be used to progress the in-house development of
Chronocort, the Company's product for the treatment of congenital adrenal
hyperplasia ("CAH") and adrenal insufficiency ("AI"), through pivotal Phase
III clinical trials
* The funds will also be used to provide the Company with the financial
resources to implement its new strategy of developing in-house novel
therapeutic products targeting unmet medical needs using its proprietary
delivery technologies
Commenting on the proposed Placing, Dr. Richard Mason, Chief Executive of
Phoqus, said:
"We are delighted to have the on-going support of our strong list of existing
investors and to welcome new very high quality investors to the Company. This
fundraising will allow us to progress our first major in-house product
opportunity, Chronocort, through its pivotal Phase III clinical trials.
"Having conducted a strategic review, we have decided to focus the Company's
strategy on the development of novel therapeutic products that meet real and
significant unmet medical needs. Chronocort is an excellent example of our
ability to do this, using our advanced drug delivery technologies to improve or
change the way that drugs behave in the body. We look forward to using these
technologies at Phoqus to generate a valuable new pipeline of products able to
bring significant benefits to patients."
Enquiries:
Phoqus Group plc
Tel: 01732 870227
Dr Richard Mason, CEO
Financial Dynamics
Tel: 020 7831 3113
David Yates/John Gilbert
Nomura Code Securities Limited
Tel: 020 7776 1200
Phil Walker
Notes to Editors
About Phoqus
Phoqus is a drug development company that creates new therapeutic products
meeting unmet medical needs through the use of its proprietary drug delivery and
re-formulation technologies. These allow the company to change the
pharmacokinetic profile of drugs, either improving their therapeutic effect
(efficacy and/or safety) in existing indications, or to change their therapeutic
effect so that they may find use in new indications.
Phoqus' core capability is in oral drug delivery and it has combined its
technology platform with expertise in formulating tablets and tablet coat
powders to create a range of innovative and diverse drug delivery applications.
The Phoqus technology is protected by a substantial patent portfolio. Phoqus'
underlying technology platform is based upon electrostatic dry powder
deposition. This process deposits charged powder particles on to the surface of
a substrate with high precision.
Based in Kent, Phoqus was established in 1998 and was admitted to trading on AIM
in November 2005. It is listed under the symbol "PQS".
Further background on the Company can be found at www.phoqus.com.
Letter from the Chairman
Phoqus Group plc
(Incorporated and registered in England and Wales under the Companies Act 1985
with registered number 4402178)
Directors: Registered Office:
Edwin Moses PhD (Chairman) 10 Kings Hill Avenue
Richard Colin St Helier Mason MBBS, MRCP, MBA (Chief Executive Officer) Kings Hill
West Malling
Peter Graham Johnson PhD, FCA (Chief Financial Officer) Kent ME19 4PQ
John ("Jack") Patrick Cashman (Non-executive Director)
Anthony ("Tony") Charles Playle (Non-executive Director)
Jerry Christopher Benjamin (Non-executive Director)
David Frederick James Leathers FCA (Non-executive Director)
Mustapha Leavenworth Bakali BA, MSc (Non-executive Director) 3 July 2007
To Shareholders and, for information only, to the holders of Share Options and
warrants
Dear Shareholders,
Proposed Placing of new Ordinary Shares at 50 pence per share
and Proposed Subscription of new Ordinary Shares at 50 pence per share
Notice of Extraordinary General Meeting
Introduction
The Board of Phoqus today announced that the Company is raising a total of #5.2
million, before expenses. The Fundraising will be by way of a conditional
placing to certain new and existing Shareholders of 10,276,000 new Ordinary
Shares at the Issue Price together with a conditional subscription for 133,300
new Ordinary Shares at the Issue Price. The Placing is fully underwritten by
Nomura Code.
Peter Johnson together with certain members of the management team are
conditionally subscribing for 133,300 new Ordinary Shares.
Shareholder approval is being sought in connection with the Fundraising.
The purpose of this document is to provide you with details of the Fundraising
and to explain why your Board considers that the Fundraising is in the best
interests of the Company and its Shareholders as a whole.
Reasons for the Placing
The Fundraising enables the Company to progress the in-house development of
Chronocort into pivotal Phase III clinical trials for the treatment of
congenital adrenal hyperplasia ("CAH") and adrenal insufficiency ("AI"). The
Directors believe this will maximise the value of the programme by shortening
the time to the market and increasing the potential value that Phoqus can retain
when licensing the product to a sales and marketing partner.
In addition, the Fundraising provides the Company with the financial resources
to implement its new strategy (set out below) of developing in-house novel
therapeutic products targeting unmet medical needs using its proprietary
delivery technologies, in particular QtrolTM.
The Fundraising will also enable Phoqus to draw down an additional #1.25 million
of the venture loan facility provided by Oxford Finance Corporation.
Recent developments and news
Corporate Developments:
* May 2007-Appointment of new CEO, Dr Richard Mason
* June 2007-Appointment of Dr Hiep Huatan as Vice President, R&D
Chronocort Developments:
* November 2006 - Appointed a medical advisory board comprising leading
endocrinologists from Europe and the USA to assist the Company in the
design of the clinical development programmes able to demonstrate patient
benefits and clinical superiority of Chronocort over existing therapies
for both CAH and AI;
* January 2007 - ChronocortTM received Orphan Drug Designation granted
by EMEA for the treatment of CAH;
* April 2007 - Successfully completed a detailed pharmacokinetic study
(#002) in healthy volunteers that further validated the
delayed-and-sustained release profile of ChronocortTM for all the
dose strengths that are in development;
* April 2007 - Second formal pricing study also confirmed commercial
potential;
* May 2007 - Orphan Drug Designation granted by EMEA for ChronocortTM
for the treatment of adrenal insufficiency;
* May 2007 - Study #003 Phase I clinical study commenced which will assess
pharmacokinetic dose proportionality and food effect in healthy
volunteers;
* May 2007 - EMEA positive opinion on pivotal development plan for CAH;
* May 2007 - Pre-IND meeting held with FDA and provisional development
pathway established for CAH; and
* June 2007 - Signed collaboration with US National Institutes of Health
for clinical development of ChronocortTM for endocrine disorders,
including the CAH and AI pivotal Phase III studies.
Background
Phoqus listed on the AIM market in 2005 with a strategy based on the
commercialisation of its novel and proprietary tablet coating technology,
LeQtracoatTM. This technology platform is based upon electrostatic dry powder
deposition. This process deposits charged powder particles on to the surface of
a substrate with high precision. Phoqus' core capability is in oral drug
delivery and it has combined its technology platform with expertise in
formulating tablets and tablet coat powders to create a range of innovative and
diverse range of drug delivery applications. The Phoqus technology is protected
by a substantial patent portfolio.
The Company's strategy aimed to exploit the multiple potential applications of
the LeQtracoatTM technology including specialist tablet coatings, tablet
branding and imaging solutions, pharmaceutical anti-counterfeiting protection,
and the modification of the release profiles of drugs. The latter includes its
three proprietary oral drug delivery systems, QtrolTM (modified release), QdisTM
(fast dissolve formulations) and LeQtradoseTM (low dose and combination
formulations). The technology was aimed principally at pharmaceutical customers
but also included other industrial segments such as detergent manufacturers.
In July 2004, as part of this technology service business model, Phoqus entered
into a commercial collaboration with Cardinal Health, a large global provider of
contract manufacturing and drug delivery services. Under the terms of this
collaboration Cardinal Health became the co-marketer and co-promoter of the
Phoqus technology and services as well as the exclusive provider of contract
manufacturing of products developed using the Phoqus technology. The financial
terms of the agreement are based on both a split of any licence revenues
received by Phoqus for its services including any royalties received on products
using its technology, and also a split of any profits generated by the
subsequent contract manufacturing of such products by Cardinal Health.
In addition to the broad technology service business model, Phoqus also intended
to initiate its own internal development programmes, creating new products based
upon its proprietary modified release technologies. Such in-house programmes
would allow Phoqus to progress up the product value curve, capturing more value
from the products that resulted from its technology. The development of the
first of these, ChronocortTM, was started in late 2004.
Progress since the IPO
The experience with the service business model since the IPO has been
disappointingly slow, with pharmaceutical companies being reluctant to convert
feasibility studies into actual contracts, even when the required specifications
of the project were clearly met as was the case in the majority of feasibility
studies. In addition, business development opportunities resulting from Cardinal
Health's promotional activities have not led to any significant contracts.
In contrast to the experience with the service business, Phoqus has experienced
more rapid success with its first in-house product development programme,
ChronocortTM. Furthermore, Phoqus has been able to progress its development
without the unpredictability and lack of control experienced with programmes
undertaken with pharmaceutical partners as part of the service business.
In October 2006, Phoqus raised #3 million gross to allow the progression of its
internal programme ChronocortTM through Phase II clinical development.
New strategy
In May 2007, Dr Richard Mason joined Phoqus as Chief Executive Officer, and,
together with the Board and senior management team, undertook a strategic review
of the Phoqus business.
Under the new strategy, the Company will focus on novel therapeutic products,
aimed at significant unmet medical needs, created using its drug delivery
technology platforms, especially QtrolTM. Phoqus aims to create and develop such
proprietary products both as in-house programmes and also in collaboration with
pharmaceutical and biotechnology partners.
The Company will advance the development of ChronocortTM as the nearest term
major value creation opportunity. The Fundraising enables the Company to fund to
completion the pivotal Phase III CAH trial and to substantially progress the
pivotal Phase III AI trial. Phoqus intends to license ChronocortTM to a sales
and marketing partner during 2008. It will also seek to maximise the value of
ChronocortTM through the identification of additional indications beyond CAH and
AI.
In order to focus on therapeutic products and the exploitation of the highest
value technology platform, Phoqus will stop the active marketing of the
technology service business, making savings in so doing. Instead the Company
will seek to maximise return by licensing its intellectual property and
technology to appropriate companies for commercialisation. Applications that may
be suitable for licensing and technology transfer include the Phoqus coating
technologies and tablet printing, branding and anti-counterfeiting applications.
In light of this new strategy and the potential value of ChronocortTM Phoqus has
terminated its current agreement with Cardinal Health's PTS division (now
Catalent Pharma Solutions). Under the terms of Cardinal Health's recent
acquisition by the Blackstone private equity group, Phoqus had a one-time right
to terminate the agreement, and with no penalty. Such termination does not
compromise the ability of Phoqus to supply ChronocortTM and will significantly
increase the value retained by Phoqus in ChronocortTM and all of its future
products.
The Directors believe that the Phoqus technology and QtrolTM in particular can
serve as the basis for the generation of a pipeline of new products, both
in-house and in collaboration with pharmaceutical and biotechnology companies.
Further products may arise from the same delayed-sustained release ChronoEngine
TM platform that produced ChronocortTM, with potential product opportunities
being considered in the areas of inflammatory disease, allergy and respiratory
disorders, coronary heart disease and oncology. Due to the potentially wide
range of precise release profiles that the QtrolTM platform is able to produce,
many existing products as well as new chemical entities ("NCEs") may benefit
from combination with this Phoqus technology.
By changing the pharmacokinetic profile of drugs Phoqus will aim to address
significant unmet medical needs, either by improving the therapeutic effect
(efficacy and/or safety) of drugs in their existing indications, or by changing
the therapeutic effect so that drugs may find use in new indications. The
Directors believe that ChronocortTM is an excellent example of how changing the
pharmacokinetic profile of a drug may improve its efficacy and reduce its side
effects, in this case, in the treatment of adrenal insufficiency. The Directors
believe that such programmes potentially offer excellent risk reward profiles,
with the potential to create significant therapeutic advances without the high
attrition and risk of drug discovery based approaches.
The Directors intend to source new product opportunities internally and in
collaboration with pharmaceutical and biotechnology companies, academia and
other government-funded or charitable research organisations. The concept and
intellectual property behind ChronocortTM originated from the University of
Sheffield and has been licensed from Diurnal Limited.
As part of the new strategy Phoqus will seek to strengthen its team in the key
area of pharmaceutical manufacturing and will also seek to save costs in order
to maximise the cash available to fund high value projects such as ChronocortTM.
The Company aims to build on its established "virtual" product development
model, with key value-adding activities such as programme design and project
management kept in-house but with the extensive use of external service
providers such as CROs for actual programme execution.
ChronocortTM
Steroids are one of the oldest and most widely prescribed class of therapeutics
with corticosteroids having annual revenues in excess of $8.5bn in 2006 (source:
IMS Health), despite many of the drugs within this class no longer benefiting
from patent protection ('generic' products). Several companies including major
pharmaceutical companies are creating major new products by re-formulating
active pharmaceutical ingredients ("APIs") that are generic (for example
AstraZeneca's Pulmicort, an inhaled version of the generic drug budesonide, had
sales of $1.3bn in 2006). Steroids can be very potent molecules and their
clinical effects can be significantly changed by modulating their
pharmacokinetic profile by way of improved targeting to site of action or better
timing of action.
ChronocortTM is a new product under development for corticosteroid replacement
therapy in patients who have a deficiency of the hormone cortisol. It is a
modified release tablet containing hydrocortisone the synthetic analogue of
cortisol under development for both adrenal insufficiency, the failure of the
adrenal glands to produce sufficient steroid hormones, and a specific subset of
adrenal insufficiency, congenital adrenal hyperplasia, a serious genetic
disorder caused by the deficiency of an enzyme responsible for cortisol
production.
Both conditions require patients to take life-long corticosteroid hormone
replacement therapy. However, current therapy does not provide steroid in a
natural physiological manner and as a result often only poorly controls disease
symptoms and can lead to the unwanted side effects of steroid therapy including
obesity, hypertension, osteoporosis and tendency to diabetes. Currently patients
with AI have a greatly impaired quality of life ("QOL"), with fatigue, lack of
energy, depression, anxiety and impaired libido. 50 per cent of patients with
primary AI are unable to work and 30 per cent of patients require home help. A
report by Lovas et al found the QOL of patients with primary AI to be comparable
to congestive cardiac failure. In addition patients with CAH suffer from raised
levels of androgenising hormone which causes virilisation, excess body hair,
acne and infertility. These patients also have increased susceptibility to
tumours and are prone to obesity.
ChronocortTM is a potential improvement over current corticosteroid replacement
therapies as it aims to restore the natural daily or circadian rhythm of
cortisol levels that are absent with current treatments. In so doing the
Directors believe that ChronocortTM should improve both the efficacy and side
effect profiles of corticosteroid replacement therapy and will potentially be
the first-in-class circadian steroid replacement therapy.
ChronocortTM uses Phoqus' proprietary QtrolTM modified release technology to
provide a delayed-and-sustained release profile (ChronoEngineTM) of
hydrocortisone to mimic the natural circadian rhythm, in particular the key
over-night and early morning hormone levels of healthy individuals. The
Directors believe that this should in turn improve disease symptom control and
may also increase the accuracy of the disease treatment and monitoring regimen,
potentially reducing the incidence of over or under exposure to steroids.
ChronocortTM has successfully completed two Phase I clinical studies which have
demonstrated that it is capable of achieving the appropriate release profile.
The third Phase I commenced by the Company is expected to publish results in
August 2007. Planning is underway for the remaining clinical development
programme which includes pivotal Phase III pre-registration studies in both CAH
patients and patients suffering from AI. The Directors expect these trials to
commence in both the US (in collaboration with the NIH) and in the EU during the
first quarter of 2008. In August 2007, the Company will undertake a short PK/PD
study in patients with CAH at the NIH as a prelude to the pivotal Phase III
studies. The Company expects the CAH Phase III study to complete at the end of
2008, with filing for regulatory approval in the first quarter of 2009. The AI
Phase III study is expected to complete during the first quarter of 2009, with
filing during the second quarter of 2009. The Directors anticipate that
ChronocortTM would be available for launch in the CAH indication during the
fourth quarter of 2009, assuming an accelerated regulatory review period of six
months due to the unmet medical need.
Phoqus appointed a medical advisory board in late 2006 comprising leading
endocrinologists from both Europe and the USA (including the NIH) to assist the
Company in the design of the clinical development programmes able to demonstrate
patient benefits and clinical superiority of ChronocortTM over existing
therapies for both CAH and AI. This medical advisory board has reached consensus
on the required clinical programmes and Phoqus is now liaising with the EMEA and
FDA to ensure that the clinical protocols for the subsequent full clinical
development programme including the pivotal pre-registration studies for both
CAH and AI will satisfy regulatory requirements.
ChronocortTM's development is being conducted under the US abridged 505(b)(2)
registration pathway and the EU abridged registration pathway.
a. CAH clinical programme: As a result of discussions with the EMEA and the
FDA, the Directors expect the study to require approximately 56 patients
and will use levels of a biochemical marker that has been accepted by the
EMEA, and provisionally accepted by the FDA, as the primary endpoint,
comparing Chronocort TM with standard therapy of immediate release
corticosteroids. The study will be a global multi-centre clinical trial
with the US NIH and sites in the EU taking part.
b. AI clinical programme: The pivotal Phase III study for AI is being
designed to demonstrate superiority in QOL outcomes compared to standard
therapy of immediate release corticosteroids and will be a double blind,
randomised controlled study in several hundred patients in the EU and
the US. EMEA feedback and the FDA pre-IND meeting for the AI programme
is expected during August/September this year.
Phoqus believes that ChronocortTM has significant sales potential, with peak
sales in excess of $200m. Despite its Orphan Drug Designation, there are
significant numbers of patients with AI and CAH (estimated as 375,000 in Europe,
N. America and Japan combined). Orphan Drug Status in the EU and the US would
provide 10 and 7 years of marketing exclusivity respectively. Two independent
pricing studies have confirmed the Directors' belief that ChronocortTM will be
able to command significant premium pricing and that the underlying unmet
medical need is acknowledged by key opinion leaders.
ChronocortTM already has Orphan Drug Designation in the EU and is in the process
of applying for the equivalent in the US with the FDA. Besides the potential of
gaining Orphan Drug Status in the EU and the US, ChronocortTM has additional
potential protective barriers to entry including new product data exclusivity, a
method-of-use patent application (granted in Australia, in application in the
EU, US and Japan), a specific formulation patent application due for filing in
late 2007 as well as considerable intellectual property and know-how protection
surrounding the Phoqus technology and processes used in making the product.
The Directors believe, with the support of the Company's principal
investigators, that ChronocortTM may find application in certain other disease
states including certain related endocrine disorders and also certain
inflammatory diseases that are known to exhibit strong circadian disease
variation. Phoqus intends to investigate ChronocortTM for use in some of these
potential additional indications.
Drawdown of Oxford Finance Loan
The loan facility from Oxford Finance was entered into by Phoqus on 2 April 2007
for up to #2,500,000. The Company drew down on the first #1,250,000 of the loan
on 2 April 2007. The remaining #1,250,000 (the "Second Tranche") may be drawn
down before 30 December 2007, subject to the fulfilment of certain conditions,
including successful closing of an equity fundraising of not less than US$10
million. Each tranche has a fixed term of 6 equal monthly instalments of
interest only, followed by 30 equal monthly repayment instalments of principal
and interest.
Following draw-down of the Second Tranche, Phoqus will be obliged to grant
Oxford Finance warrants over Ordinary Shares equal to 6 per cent of the value of
the Second Tranche of the loan facility, exercisable within 10 years at an
exercise price equal to the average mid-market closing price over the 30 days
preceding the draw-down of the Second Tranche
Use of proceeds
The Fundraising increases the net cash resources available to the Company by #5
million and enables the Company to draw down the Oxford Finance Loan. The
Company proposes to use the net proceeds of the Fundraising as follows:
Research & Development #4m
General working capital #1m
Principal terms of the Placing Agreement
Under the terms of the Placing Agreement, Nomura Code has conditionally agreed,
as agent for the Company, to use reasonable endeavours to procure subscribers
for the New Ordinary Shares at the Issue Price and, to the extent that it fails
to procure such subscribers, to subscribe for such Ordinary Shares as principal
upon the terms and subject to the conditions of the Placing Agreement.
The Placing Agreement is conditional (inter alia) upon the Resolutions being
passed by Shareholders at the EGM and Admission having occurred. In addition, in
the period between the date of the Placing Agreement and Admission, Nomura Code
may, in its absolute discretion, terminate the Placing Agreement in certain
circumstances. The Placing Agreement contains warranties and indemnities from
the Company in favour of Nomura Code which are customary for this type of
agreement.
Under the Placing Agreement, the Company has agreed to pay Nomura Code a
corporate finance fee of #60,000 and an aggregate placing and underwriting
commission of #132,020 together with all reasonable costs and expenses.
Further details of the Placing Agreement are set out in Part II.
Dealings and Settlement
It is expected that, subject to the Placing Agreement becoming unconditional in
all respects, the New Ordinary Shares to be issued pursuant to the Placing
Agreement will be registered in the names of the Placees and issued either: (a)
in certificated form, with the relevant share certificate expected to be
despatched by post, at the applicant's risk, by 2 August 2007; or (b) in CREST
where an applicant who is a "system member" (as defined in the CREST
Regulations) in relation to CREST has so elected, in which case delivery (to the
designated CREST account) of the new Ordinary Shares is expected to take place
on 27 July 2007 unless the Company exercises its right to issue such new
Ordinary Shares in certificated form.
No temporary documents of title will be issued. Pending the despatch of
definitive share certificates, instruments of transfer will be certified against
the register of members.
Application will be made to the London Stock Exchange for the New Ordinary
Shares to be admitted to trading on the AIM market of the London Stock Exchange.
It is expected that Admission will become effective and that dealings in the New
Ordinary Shares will commence on 27 July 2007.
Extraordinary General Meeting
You will find set out at the end of this document a notice convening an
Extraordinary General Meeting of the Company to be held on Thursday 26 July 2007
at 10.30 a.m., at the Company's registered office at 10 Kings Hill Avenue, Kings
Hill, West Malling, Kent, ME19 4PQ, to consider and, if thought fit, pass the
Resolutions set out in the notice. The Resolutions propose that:
(1) the Directors be granted authority to allot the New Ordinary Shares under
section 80 of the Companies Act plus an additional 10 per cent of the
issued share capital of the Company immediately following the Fundraising;
and
(2) the statutory pre-emption rights under section 95 of the Companies Act be
disapplied in relation to the New Ordinary Shares plus an additional 10
per cent per cent of the issued share capital of the Company immediately
following the Fundraising; and
Action to be taken
A Form of Proxy for use at the Extraordinary General Meeting also accompanies
this document. You are asked to complete the Form of Proxy in accordance with
the instructions thereon and return it by post to the Company's Registered
Office, so as to be received as soon as possible and, in any event, not later
than 10.30 a.m. on 24 July 2007. Completion and return of the Form of Proxy will
not preclude you from attending the Extraordinary General Meeting and voting in
person should you so wish.
Related party transactions
Advent, Abingworth and Omega are subscribing for 2,000,000, 600,000 and 100,000
new Ordinary Shares respectively as part of the Placing. Advent, Abingworth and
Omega are each related parties by virtue of their holding in the Company and the
issuance of these new Ordinary Shares to Advent and Abingworth on a non
pre-emptive basis will constitute a related party transaction under the AIM
Rules.
Peter Johnson is subscribing for 60,000 new Ordinary Shares as part of the
Subscription. As above, as this issuance is on a non pre-emptive basis, Peter
Johnson by virtue of his position as a director of the Company, is a related
party.
The Directors, other than Richard Mason and Jerry Benjamin, who are interested
in Advent, David Leathers, who is interested in Abingworth, and Peter Johnson,
having consulted with Nomura Code, consider that the terms of the transaction
are fair and reasonable insofar as the Shareholders are concerned.
Recommendation
Your Directors believe that the Fundraising is in the best interests of Phoqus
and its Shareholders as a whole. Accordingly, the Directors unanimously
recommend Shareholders to vote in favour of the Resolutions to be proposed at
the Extraordinary General Meeting, as those Directors who are also Shareholders
intend to do in respect of their own beneficial holdings of Ordinary Shares
which amount, in aggregate, to 377,581 Ordinary Shares, representing
approximately 1.1 per cent of the current issued ordinary share capital of the
Company.
Irrevocable undertakings to vote in favour of the Resolutions have been received
in respect of to 16,749,344 Ordinary Shares representing 47 per cent of the
current issued share capital.
Yours sincerely,
Dr Edwin Moses
Chairman
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
2007
Date of this document 3 July
Latest time and date for receipt of completed proxy forms for the EGM 10.30 a.m. on 24 July
Extraordinary General Meeting 10.30 a.m. on 26 July
Admission and issue of New Ordinary Shares 27 July
Dealings in the New Ordinary Shares to commence on 27 July
CREST accounts credited 27 July
New share certificates despatched by 2 August
Each of the times and dates in the above timetable is subject to change. If any
of the above times and/or dates change, the revised times and/or dates will be
notified to Shareholders by announcement on a Regulatory Information Service.
References to time in this document are to British Summer Time.
FUNDRAISING STATISTICS
Number of Existing Ordinary Shares in issue at the date of this document 35,501,394
Number of New Ordinary Shares 10,409,300
Number of New Ordinary Shares issued pursuant to the Placing 10,276,000
Number of New Ordinary Shares issued pursuant to the Subscription 133,300
Issue Price (per New Ordinary Share) 50 pence
Percentage of Enlarged Issued Share Capital represented by the New Ordinary 22.67 per cent
Shares
Gross proceeds of the Fundraising #5.2m (approx. $10.5)
Estimated net proceeds of the Fundraising #5.0m (approx. $10.1)
Number of Ordinary Shares in issue after the issuance of the New Ordinary Shares 45,910,694
Dollar/Pound exchange rate $2.01/#1
This information is provided by RNS
The company news service from the London Stock Exchange
END
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