AIM Sch 1 - Onzima Ventures Plc (3762C)
13 Aprile 2017 - 9:00AM
UK Regulatory
TIDMONZ
RNS Number : 3762C
AIM
13 April 2017
ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT
PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2
OF THE AIM RULES FOR COMPANIES ("AIM RULES")
-------------------------------------------------------------------------------------
COMPANY NAME:
-------------------------------------------------------------------------------------
Onzima Ventures plc (to be renamed N4 Pharma
plc on Admission)
-------------------------------------------------------------------------------------
COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT,
COMPANY TRADING ADDRESS (INCLUDING POSTCODES)
:
-------------------------------------------------------------------------------------
Registered Office Address:
6(th) Floor
60 Gracechurch Street
London
EC3V 0HR
From Admission, the Company's trading address
will be:
Weston House
Bradgate Park View
Chellaston
Derbyshire
DE73 5UJ
-------------------------------------------------------------------------------------
COUNTRY OF INCORPORATION:
-------------------------------------------------------------------------------------
England and Wales
-------------------------------------------------------------------------------------
COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION
REQUIRED BY AIM RULE 26:
-------------------------------------------------------------------------------------
www.n4pharma.com (to go live on Admission)
-------------------------------------------------------------------------------------
COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF
OPERATION) OR, IN THE CASE OF AN INVESTING COMPANY,
DETAILS OF ITS INVESTING POLICY). IF THE ADMISSION
IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER
UNDER RULE 14, THIS SHOULD BE STATED:
-------------------------------------------------------------------------------------
Admission is sought as a result of a reverse
take-over in accordance with AIM Rule 14.
Onzima Ventures plc (the "Company") is an investing
company under Rule 15 of the AIM Rules for Companies.
Trading on AIM in the Company's Ordinary Shares
was suspended on 17 October 2016 as the Company
had not made an acquisition or acquisitions
which constituted a reverse takeover, or implemented
its investing policy pursuant to Rule 15 of
the AIM Rules for Companies.
On 17 January 2017, the Company announced that
it had agreed in principle terms conditionally
to acquire the 51 per cent. of the issued shares
of N4 Pharma Limited ("N4 Pharma") which it
does not already own for consideration to be
satisfied by the issue of new ordinary shares
("the Acquisition"). The Company also announced
that it intended at the same time to raise funds
by way of a placing of new ordinary shares (the
"Placing") to fund development of additional
patented reformulations of a wider range of
generic drugs, to undertake clinical trials
for the Company's reformulation of sildenafil
and for working capital purposes.
N4 Pharma is a specialist pharmaceutical company
which reformulates existing drugs and vaccines
to improve their performance. N4 Pharma's reformulation
work falls under two divisions. First, generic,
already commercialised, drugs, and second, delivery
of novel and existing vaccines. N4 Pharma has
identified a number of established drugs that
its directors believe could be improved upon
through its reformulation techniques. Its most
advanced reformulation is for sildenafil, widely
marketed as Viagra, where N4 Pharma is seeking
to improve the speed at which the drug takes
effect whilst also extending its duration of
action. N4 Pharma's business model is to take
reformulated drugs from its portfolio through
to the stage where it will then seek to license
the newly reformulated drugs to pharmaceutical
companies to commercialise them. N4 Pharma's
revenues should be derived from upfront milestone
and royalty payments associated with the licence.
Since March 2016, when 49 per cent. of N4 Pharma
was acquired by the Company, N4 Pharma has filed,
in aggregate, 74 patent applications in the
UK for the reformulation of various drugs and
vaccines. N4 Pharma has also acquired exclusive
rights from the University of Queensland to
commercialise two patent applications for its
vaccines division.
The Acquisition constitutes a reverse takeover
pursuant to the AIM Rules and is therefore subject
to, inter alia, the approval of the Company's
shareholders.
The Company also proposes to carry out a share
re-organisation through a consolidation followed
by a subdivision of its Ordinary Shares. Following
the reorganisation and prior to the issue of
the consideration shares and the shares to be
issued in the Placing, which is subject to approval
by the Company's shareholders, the Company will
have 45,489,200 ordinary shares of GBP0.004
each in issue. The number of consideration shares
to be issued following the share reorganisation
will be 9,102,200, of which 4,510,800 ordinary
shares will be issued initially, balance to
be issued subject to the mid-market price of
the Company's shares exceeding 15p for 10 consecutive
business days within two years from Admission.
On Admission, the Company is to be renamed N4
Pharma plc.
-------------------------------------------------------------------------------------
DETAILS OF SECURITIES TO BE ADMITTED INCLUDING
ANY RESTRICTIONS AS TO TRANSFER OF THE SECURITIES
(i.e. where known, number and type of shares,
nominal value and issue price to which it seeks
admission and the number and type to be held
as treasury shares):
-------------------------------------------------------------------------------------
Share capital immediately prior to Admission:
45,489,200 ordinary shares (post re-organisation)
TBC ordinary shares of GBP0.004 each
TBC warrants over ordinary shares
Enlarged share capital on Admission: TBC
Issue Price: TBC
No restrictions on the transfer of securities
No ordinary shares will be held in treasury
on Admission
-------------------------------------------------------------------------------------
CAPITAL TO BE RAISED ON ADMISSION (IF APPLICABLE)
AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:
-------------------------------------------------------------------------------------
Capital raised: TBC
Anticipated market capitalisation on Admission:
TBC
-------------------------------------------------------------------------------------
PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS
AT ADMISSION:
-------------------------------------------------------------------------------------
TBC
-------------------------------------------------------------------------------------
DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM
TO WHICH THE AIM COMPANY HAS APPLIED OR AGREED
TO HAVE ANY OF ITS SECURITIES (INCLUDING ITS
AIM SECURITIES) ADMITTED OR TRADED:
-------------------------------------------------------------------------------------
None
-------------------------------------------------------------------------------------
FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED
DIRECTORS (underlining the first name by which
each is known or including any other name by
which each is known):
-------------------------------------------------------------------------------------
Current Directors
Gavin John Burnell (Chief Executive Officer)
Luke Sebastian Cairns (Non-Executive Director)
Humayun Akhter Mughal (Non-Executive Director)
Proposed Directors on Admission
Nigel James Theobald (Chief Executive Officer)
Paul Charlton Titley (Executive Director)
David Templeton (Non-Executive Chairman)
Luke Sebastian Cairns (Non-Executive Director)
-------------------------------------------------------------------------------------
FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS
EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE
CAPITAL, BEFORE AND AFTER ADMISSION (underlining
the first name by which each is known or including
any other name by which each is known):
-------------------------------------------------------------------------------------
Before Admission After Admission
Number % of Issued Number % of Issued
of Shares Share Capital of Shares Share Capital
Held^ Held
Nigel James
Theobald 29,893,963* 16.1% TBC TBC
Hargreaves
Lansdown (Nominees)
Limited 27,993,193 15.4% TBC TBC
HSDL Nominees
Limited 27,339,936 15.0% TBC TBC
TD Direct
Investing
(Nominees)
Europe Limited 17,121,524 9.4% TBC TBC
Barclayshare
Nominees Limited 11,953,194 6.6% TBC TBC
AJ Bell Limited 11,499,052 6.3% TBC TBC
Humayun Akhter
Mughal 11,232,515 6.2% TBC TBC
Midas Investment
Management
Limited 6,430,571 3.5% TBC TBC
*Included in Nigel Theobald's holding is 687,225
ordinary shares held by his wife
^Shares are shown pre-share reorganisation
-------------------------------------------------------------------------------------
NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE
WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES:
-------------------------------------------------------------------------------------
N/A
-------------------------------------------------------------------------------------
(i) ANTICIPATED ACCOUNTING REFERENCE DATE
(ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION
IN THE ADMISSION DOCUMENT HAS BEEN PREPARED
(this may be represented by unaudited interim
financial information)
(iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST
THREE REPORTS PURSUANT TO AIM RULES 18 AND 19:
-------------------------------------------------------------------------------------
i) 31 December
ii) 31 December 2016
iii) Interim results for the 6 months ended
30 June 2017 - 30 September 2017
iv) Final results for the year ended 31 December
2017 - 30 June 2018
v) Interim results for the year ended 30 June
2018 - 30 September 2018
-------------------------------------------------------------------------------------
EXPECTED ADMISSION DATE:
-------------------------------------------------------------------------------------
Early May 2017
-------------------------------------------------------------------------------------
NAME AND ADDRESS OF NOMINATED ADVISER:
-------------------------------------------------------------------------------------
Stockdale Securities Limited
Beaufort House
15 St. Botolph Street
London EC3A 7BB
-------------------------------------------------------------------------------------
NAME AND ADDRESS OF BROKER:
-------------------------------------------------------------------------------------
Stockdale Securities Limited
Beaufort House
15 St. Botolph Street
London EC3A 7BB
-------------------------------------------------------------------------------------
OTHER THAN IN THE CASE OF A QUOTED APPLICANT,
DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS)
THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM,
WITH A STATEMENT THAT THIS WILL CONTAIN FULL
DETAILS ABOUT THE APPLICANT AND THE ADMISSION
OF ITS SECURITIES:
-------------------------------------------------------------------------------------
A Copy of the Admission Document containing
full details about the applicant and the Admission
of its securities will be available on the Company's
website at: www.n4pharma.com (from Admission)
-------------------------------------------------------------------------------------
DATE OF NOTIFICATION:
-------------------------------------------------------------------------------------
13 April 2017
-------------------------------------------------------------------------------------
NEW/ UPDATE:
-------------------------------------------------------------------------------------
New
-------------------------------------------------------------------------------------
This information is provided by RNS
The company news service from the London Stock Exchange
END
PAAITMATMBIBBFR
(END) Dow Jones Newswires
April 13, 2017 03:00 ET (07:00 GMT)
Grafico Azioni Onzima Ventures (LSE:ONZ)
Storico
Da Ago 2024 a Set 2024
Grafico Azioni Onzima Ventures (LSE:ONZ)
Storico
Da Set 2023 a Set 2024