Vela Technologies PLC Option for potential sale of interest in AZD1656 (9552W)
20 Avril 2023 - 4:01PM
UK Regulatory
TIDMVELA
RNS Number : 9552W
Vela Technologies PLC
20 April 2023
This announcement contains inside information for the purposes
of Article 7 of the Market Abuse Regulation (596/2014/EU) as it
forms part of UK domestic law by virtue of the European Union
(Withdrawal) Act 2018.
20 April 2023
Vela Technologies plc
("Vela" or "the Company")
Put Option for potential sale of Economic Interest in
AZD1656
The Board of Vela (AIM: VELA), an AIM-quoted investing company
focused on early-stage and pre-IPO disruptive technology
investments, is pleased to announce that the Company has today
entered into a put option agreement ("the Option Agreement") to
give the Company the right, but not the obligation ("the Option"),
to sell its economic interest in the commercialisation of the
Covid-19 application of AZD1656 for a total consideration of GBP4.0
million. The Option is being granted by Conduit Pharmaceuticals
Limited ("Conduit") and its prospective parent company, Murphy
Canyon Acquisition Corp ("Murphy"), a Company listed on NASDAQ.
Should the Option be exercised by Vela the consideration that would
be payable to Vela will be satisfied through the issuance of new
shares of authorised common stock of par value $0.001 of Murphy
("the Consideration Shares"). The Option is exercisable solely at
the discretion of Vela and Vela will pay Conduit GBP400,000 in cash
as the premium for the Option, with the consideration to be settled
shortly from Vela's existing cash resources.
The Option is exercisable in whole at any time from the
completion of Conduit's proposed merger with Murphy ("the Merger")
until the earlier of the date that is six months from the Merger
and 7 February 2024. The Option may be exercised only if the Merger
concludes and the new shares in Murphy issued as a consequence of
the Merger are listed and publicly traded on the NASDAQ stock
exchange in the United States. Should Vela exercise the Option, the
Company will hold shares in Murphy (to be re-named Conduit
Pharmaceuticals Inc.) as a publicly traded company on NASDAQ.
Vela entering into the Option does not change the book value of
the Economic Interest (as defined below) which remains held at
GBP2.35 million in line with the Company's most recent published
unaudited interim results as at 30 September 2022.
On 20 October 2020, Vela acquired an 8 per cent. economic
interest in the commercialisation of the Covid-19 application of
AZD1656 from St George Street Capital ("SGSC"), a UK-based medical
charity. Under the terms of the agreement, SGSC agreed to pay Vela
8 per cent. of any proceeds received by SGSC in excess of GBP19.2
million and after the deduction of sums payable to the original
major pharmaceutical company developer and to certain other funders
and after provision for taxation ("the Economic Interest").
Consideration for the acquisition of the Economic Interest was
GBP2.35 million, satisfied by cash of GBP1.25 million and the
issuance of 1,100,000,000 consideration shares in Vela at a price
of 0.1 pence per share. SGSC is a party to, and has consented to,
the Option Agreement.
Conduit announced on 9 November 2022 that it is being acquired
by Murphy for a total consideration of US$650 million. Completion
of this business combination transaction is expected to occur in
2023. A copy of Murphy's announcement can be found at:
Conduit Pharmaceuticals to Become a Publicly Traded Company via
Merger with Murphy Canyon Acquisition Corp. (accesswire.com)
It is estimated that in the event that the Option is exercised,
the Consideration Shares will represent approximately 0.66% of the
enlarged share capital of Murphy (assuming no redemptions in
Murphy). It is the intention of Vela, subject to the necessary
regulatory requirements of NASDAQ, then to sell the Consideration
Shares in order to augment its cash reserves. The Consideration
Shares will not be subject to any lock-in restrictions.
The Board of Vela is mindful that there can be no guarantee that
Vela will be able to exercise the Option, since exercise is
dependent on the successful completion of the Merger and the
combined entity being listed on the NASDAQ stock exchange.
James Normand, Executive Director of Vela, commented : "Vela is
pleased to have gained, through this transaction with Conduit
Pharmaceuticals, the potential to convert an illiquid asset into
shares in a publicly listed vehicle. Should the merger between
Conduit and Murphy conclude and the Option be exercised, Vela will
then be in a position to monetise its investment in SGSC, following
which it would intend to redeploy such cash proceeds in accordance
with its investing policy."
For further information, please contact:
Vela Technologies plc Tel: +44 (0) 7410 886830
Brent Fitzpatrick, Non-Executive Chairman
James Normand, Executive Director
Allenby Capital Limited (Nominated Adviser) Tel: +44 (0) 20 3328
5656
Nick Athanas / Piers Shimwell
Peterhouse Capital Limited (Broker) Tel: +44 (0) 20 7469
0930
Lucy Williams / Duncan Vasey / Eran Zucker
/ Oryon Lass
Novus Communications (PR and IR Adviser) Tel: +44 (0) 20 7448
9839
Alan Green / Jacqueline Briscoe
About Vela Technologies
Vela Technologies plc (AIM: VELA) is an investing company
focused on early stage and pre-IPO long term disruptive technology
investments. Vela's investee companies have either developed ways
of utilising technology or are developing technology with a view to
disrupting the businesses or sector in which they operate. Vela
Technologies will also invest in already-listed companies where
valuations offer additional opportunities.
About Conduit Pharmaceuticals Limited
Led by highly experienced pharma executives, Conduit is a
clinical stage specialty biopharmaceutical company, addressing
unmet medical needs in the areas of autoimmune disease and
idiopathic male infertility. The development pipeline includes a
glucokinase inhibitor in a number of Phase 2 ready autoimmune
diseases including uveitis, Hashimoto's Thyroiditis, pre-term
labour and renal transplant. Conduit's development pipeline also
includes a potent, irreversible inhibitor of human Myeloperoxidase
(MPO) that has the potential to treat idiopathic male
infertility.
For the year ended 31 December 2021 Conduit had no revenue and
incurred a net loss of $3.66m. As at 31 December 2021 Conduit's net
liabilities totalled $5.94m.
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