NIM Norwood Imm.

 

TIDMNIM 
 
RNS Number : 1887T 
Norwood Immunology Ld 
02 June 2009 
 
FOR IMMEDIATE RELEASE    2 June 2009 
 
 
 
 
Norwood Immunology Limited 
Completion of Strategic Review 
De-Listing, Equal Access Buy-Back and Streamlining of Operations 
 
 
Norwood Immunology Limited ('Norwood Immunology', 'the Company' or 'the Group') 
(AIM:NIM), the Group with technologies in the fields of the rejuvenation of the 
immune system and stem cell therapies, today announces the key conclusions and 
proposals arising from its strategic review of the business. 
As announced on 20 May 2009 in the Group's interim results for the six months 
ended 31 December 2008, following the sale of Bestewil Holding BV (the holding 
company for the Group's virosomal vaccine business) the Board informed 
shareholders that it would be completing a strategic review concerning the 
future of the remaining business. 
The Board has discussed the future of the Company with its AIM NOMAD, as well as 
with a number of major shareholders. Shareholders collectively holding in excess 
of the majority of the share capital expressed a strong desire to (a) have a 
significant proportion of the cash consideration received from the completion of 
the sale of Virosome Biologicals returned to them as soon as possible; (b) that 
the Board should consider carefully the merits of pursuing the Company's 
remaining projects (in particular the "thymus" project, which represents the 
core technology of the Company; and (c) that there should be a significant 
reduction in the costs of the Company's operation in the future. The Board both 
understands and respects the views of shareholders and, accordingly, as an 
immediate measure a special interim dividend of 1p per share was declared and 
paid on 8 May 2009. The cash cost to the Company of this dividend was 
approximately GBP2.3 million. 
The key proposals and conclusions arising from the strategic review and details 
of certain specific proposals requiring shareholder approval at an EGM to be 
called for the purpose are detailed below: 
Streamlining of Operations 
The Board have concluded in the light of its strategic review to: 
  *  cease further expenditure on the thymus project except where pre-existing 
  contractual commitments exist for the finalisation of data analysis in the 
  Company's US clinical trials; this will mean abandonment of existing IP claims 
  and patent applications. 
  *  terminate research and development contracts with Monash University (where the 
  thymus project R&D is undertaken). The only remaining commitment after 30 June 
  2009 will be A$187,500, being the remaining commitment under the contract for 
  the jointly funded programme with the Australian Stem Cell Centre which expires 
  on 31 March 2010. 
  *  make a modest (and capped) investment into the Group's veterinary stem cell 
  project. 
  *  following the EGM to terminate the current employment, consultancy and services 
  contracts of the Company's directors, employees and consultants, giving the 
  required 3 months notice where the Company is legally required to do so and then 
  re-engage the existing directors on significantly reduced compensation terms, so 
  as to comply with Australian company law director-number requirements and enable 
  the process of rationalisation to be carried through. 
  *  seek to maximise future returns to shareholders through future receipts arising 
  from the sale of Virosome Biologicals to Mymetics Corporation, including 
  realisation of loan notes, exercise where appropriate of share options and 
  receipt of contingent milestones and royalties. Details of the Mymetics offer 
  were contained in the EGM Notice relating to the approval of the disposal. 
  *  the Board is proposing a De-Listing from AIM and an equal access share buy-back 
  scheme, both of which will require shareholder approval at the EGM and are 
  described in the remainder of this announcement. 
 
De-Listing 
The Board has also concluded that it would be in the best interests of the 
Company to cancel quotation of the Company's shares on AIM. The Board believes 
that the costs and regulatory requirements associated with maintaining the 
Company's listing are a significant burden on the Company's financial resources. 
These costs include fees paid to the Company's brokers and Registrars, annual 
fees paid to the London Stock Exchange, costs relating to public announcements, 
fees and expenses of directors and fees and expenses of accountants and lawyers 
engaged to provide services in connection with the Ordinary Shares being quoted 
to AIM. 
Proposed Off Market Share Buy-Back 
The Board will be recommending an equal access off market share Buy-Back offer. 
The size of such offer is expected to be in the region of 0.25p per Ordinary 
Share, but the final amount is dependent both on approval of the Scheme at EGM 
and, given the Company's limited cash resources following the payment of the 
special dividend, the number of shareholders offering their shares for buy-back. 
 shareholders will not have to offer their shares for Buy-Back if they do not 
wish to do so. 
Extraordinary General Meeting 
The Buy-Back and De-Listing proposals require shareholder approval at an EGM 
called for such purpose. The Notice of EGM and the necessary and complex legal 
documentation required to seek approval , and then effect, the Board's proposals 
is in the process of preparation.  Timing of the announcement and posting of the 
EGM notice is dependent on legal and regulatory advice and the process in both 
the UK and Australia, but it is expected that this will be available during June 
2009. This would then give rise to an EGM by the end of July and implementation 
of the EGM proposals in August 2009. 
Enquiries: 
 
 
+---------------------------------------+---------------------------------------+ 
| Norwood Immunology                    | +44 (0) 7860 295153                   | 
+---------------------------------------+---------------------------------------+ 
| Richard Williams, Chief Executive     |                                       | 
| Officer                               |                                       | 
+---------------------------------------+---------------------------------------+ 
|                                       |                                       | 
+---------------------------------------+---------------------------------------+ 
| KBC Peel Hunt Ltd (NOMAD & Broker)    | +44 (0) 20 7418 8900                  | 
+---------------------------------------+---------------------------------------+ 
| Capel Irwin                           |                                       | 
+---------------------------------------+---------------------------------------+ 
| David Anderson                        |                                       | 
+---------------------------------------+---------------------------------------+ 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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