TIDMVLG
RNS Number : 0547G
Venture Life Group PLC
20 November 2020
THIS ANNOUNCEMENT, INLCUDING THE INFORMATION CONTAINED IN IT, IS
RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION, DISTRIBUTION OR
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FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND
IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
LEI: 213800S8CZUPLAB2KC70
20 November 2020
Venture Life Group plc
Proposed Placing & Open Offer to raise up to GBP36
million
and
Notice of General Meeting
Venture Life (AIM: VLG), a leading developer, manufacturer and
distributer of consumer self-care products, is pleased to announce
that it has conditionally raised gross proceeds of GBP34 million by
way of a Placing by Cenkos Securities plc to certain institutional
and other investors. Furthermore, to enable other Shareholders who
are not able to participate in the Placing an opportunity to
subscribe for new Ordinary Shares, the Company is proposing to
raise gross proceeds of up to an additional GBP2.0 million by way
of an Open Offer made to Qualifying Shareholders.
TRANSACTION HIGHLIGHTS
-- Placing to raise gross proceeds of GBP 34 million at the Offer Price
-- Open Offer to raise gross proceeds of up to an additional GBP
2.0 million at the Offer Price
-- The Offer Price of 90 pence represents a discount of
approximately 13.5 per cent to the closing mid-market price of 104
pence on 19 November 2020
-- Up to 40,048,750 New Ordinary Shares to be issued and
allotted in connection with the Fundraising
-- The Directors intend that the net proceeds of the Fundraising
will be used primarily to strengthen the balance sheet to support
the Company's stated acquisition growth strategy and for general
working capital purposes
-- The Fundraising is subject to Shareholder approval
At the same time as the Company undertakes its Fundraising,
Jerry Randall, Sharon Daly (née Collins), and Gianluca Braguti and
certain of his associates intend to sell an aggregate of 8,173,343
Sale Shares at the Offer Price. The Sale Shares will include
1,735,774 Ordinary Shares that are to be issued and allotted to
Jerry Randall and Sharon Daly (née Collins) upon the exercise by
both of them of 867,887 EMI Options. Following exercise of the EMI
Options and sale of the Sale Shares, the Sellers will, in
aggregate, retain interests in 6,437,570 Ordinary Shares
representing approximately 5.1% of the Company's share capital(1) .
The Sellers have agreed to a customary lock-up of their remaining
Ordinary Shares for 24 months from Admission.
(1) Assuming take up in full of the Open Offer by Qualifying
Shareholders and the exercise of 867,887 EMI Options by each of
Jerry Randall and Sharon Daly (née Collins).
Jerry Randall, CEO commented : "We are delighted to announce
this fundraise. The injection of additional funds ensures we can
fully capitalise on opportunities as they are presented to us and
provides us with a strong platform with which to explore potential
strategic acquisition opportunities that will support our ambitious
growth plans."
An explanatory circular (the "Circular") is today being posted
to Shareholders in relation to the Fundraising. The same
definitions apply throughout this announcement as are applied in
the Circular. The Circular will be sent to shareholders today and
will be available on the Company's website:
www.venture-life.com
For further information, please contact:
Venture Life Group PLC +44 (0) 1344 578004
Jerry Randall, Chief Executive Officer
+44 (0) 20 7397
Cenkos Securities plc (Nomad and Joint Broker) 8900
Stephen Keys / Camilla Hume / Cameron MacRitchie
(Corporate Finance)
Russell Kerr / Michael Johnson (Sales)
+44 (0) 20 7496
N+1 Singer (Joint Broker) 3000
Shaun Dobson / Carlo Spingardi
INTRODUCTION AND SUMMARY
The Company announces a conditional Placing under which the
Company proposes to raise GBP34 million (before fees and expenses)
by the issue and allotment by the Company of 37,777,777 Placing
Shares at the Offer Price of 90 pence per Ordinary Share to certain
institutional and other investors.
In addition, in order to provide Qualifying Shareholders with an
opportunity to participate in the proposed Fundraising, the Company
proposes to issue up to 2,270,973 Open Offer Shares to raise up to
GBP2.0 million (before fees and expenses), on the basis of:
1 Open Offer Share for every 37 Existing Ordinary Shares held on
the Record Date,
at 90 pence each, payable in full on acceptance.
The Fundraising is conditional, among other matters, on
Shareholders approving the Resolutions at the General Meeting,
which will grant the Directors the authority to allot, and the
power to disapply statutory pre-emption rights in respect of, the
New Ordinary Shares. The Resolutions are contained in the Notice of
General Meeting at the end of the Circular. Admission is expected
to occur at 8.00 a.m. on 9 December 2020 or such later time and/or
date as Cenkos and the Company may agree, not being later than 8.00
a.m. on 23 December 2020. The Placing and the Open Offer are not
underwritten.
At the same time as the Company undertakes its Fundraising,
Jerry Randall, Sharon Daly (née Collins), and Gianluca Braguti and
certain of his associates intend to sell an aggregate of 8,173,343
Sale Shares at the Offer Price. The Sale is conditional, inter
alia, on Admission. The Sale Shares will include 1,735,774 Ordinary
Shares that are to be issued and allotted to Jerry Randall and
Sharon Daly (née Collins) upon the exercise by both of them of
867,887 EMI Options.
The Offer Price is at a discount of approximately 13.5 per cent.
to the closing middle market price of 104 pence per Existing
Ordinary Share on 19 November 2020, being the last practicable time
prior to the announcement of the Fundraising.
SUMMARY OF VENTURE LIFE
The Group, founded in 2010, is an international self-care group,
focused on the development, manufacture and commercialisation of
products for the global self-care market. The Group's strategy is
to create value for shareholders by building a leading
international self-care business with a portfolio of niche own
brand and customer brand products, across a range of therapeutic
areas, that it distributes through its partners worldwide. The
Group has established a vertically integrated platform, with a
development and manufacturing facility in Italy and a network of
over 110 distribution partners selling the products in 47
countries; it employs approximately 118 staff between its
operations in the UK, Italy and the Netherlands. The Group has
expanded its own range of branded products since inception and now
has a portfolio of 10 products across a range of key therapeutic
areas, including oral healthcare, proctology, dermatology,
neurology and women's healthcare and seeks to grow both organically
and through acquisition.
In addition to organically growing the business, the Directors
are focussed on acquiring brands that they believe either have been
"unloved" and under commercialised, have good growth potential, and
that they consider will be able to grow both in terms of revenue
and profitability through using the Group's operational leverage.
The Directors estimate that, as at the end of 2020 there will be
over 40 per cent. of spare capacity at the Group's manufacturing
facility in Italy which can be utilised without significantly
increasing overheads.
BACKGROUND TO AND REASONS FOR THE FUNDRAISING
Notwithstanding the Covid-19 outbreak, 2020 has been, to date,
an exceptional year for the Group with the business demonstrating
significant growth during the first half of the year; revenues
increased 80 per cent. to GBP16.9 million, of which 65 per cent.
was from organic growth and with 53 per cent. of revenues being
derived from the Company's own brands compared to 30 per cent in H1
2019. The Company received strong orders in the first quarter of
2020 before the outbreak of Covid-19 from its Chinese partner (the
"Partner") for Dentyl (Ò) and other products and on 27(th) April
the Company signed an exclusive distribution agreement with the
Partner for the Company's key oral care products, including Dentyl
(Ò) , with a minimum purchase obligation of EUR168 million over the
15 year term of the agreement. Furthermore, and at the onset of the
Covid-19 outbreak in Europe, the Company created a new
hand-sanitising brand, DISINPLUS, which the Group started
manufacturing at its facility in North Lombardy in order to satisfy
very high levels of demand for this product, initially from
hospitals and pharmacies. On the back of this the Company has
developed eight new products for its hand sanitiser brand and ASDA
purchased one million units in H1 2020. In addition, during H1
2020, the Company completed eight new international partnering
agreements, 11 long-term development and manufacturing agreements
and was appointed as a second manufacturer of Alliance
Pharmaceutical's Kelo-Cote products.
As outlined in the Group's interim results, the Board has
continued to look for suitable earnings accretive acquisitions of
brands that the Directors believe will be able to leverage the
Company's scalable development, manufacturing and commercial
platform. The Directors have identified a pipeline of potential
acquisition opportunities and are currently at varying stages of
discussions with each.
The Directors consider that over the last few years, the
acquisition landscape has changed, and the Board believes the
environment is such that an acquiror with conditional funding now
finds itself in a materially disadvantaged position compared to
those with access to unconditional funds. Accordingly, the
Directors believe that a larger cash balance, resulting from the
Fundraising, will not only enable the Company to participate in
processes where funding conditions are not permitted but also
significantly increase the Company's attractiveness, as a
purchaser, to prospective vendors, thereby facilitating the
Company's acquisition growth strategy.
ACQUISITION STRATEGY
As well as an organic revenue growth strategy, the Directors are
pursuing an acquisition led growth strategy. The Directors are very
selective in their acquisition targeting and select targets against
a set of clearly defined criteria namely the Board seeks to
identify businesses in the selfcare/medical devices markets whose
products the Group is capable of manufacturing in-house and where
the Directors believe there is the ability to leverage the
Company's existing distribution network. The Directors seek
earnings accretive acquisitions in a target valuation range of 4x
to 7x EBITDA where they believe there is an opportunity to generate
both cost and revenue synergies.
The Group has a strong track record of successfully integrating
acquisitions and increasing the profitability of acquired
businesses and has made four acquisitions since IPO, including
Biokosmes, the Group's development and manufacturing facility in
Italy, UltraDEX (Ò) , Dentyl (Ò) and, most recently,
PharmaSource.
Potential Acquisitions
The Company is currently at varying stages of discussion and due
diligence in relation to three opportunities (the "Potential
Acquisitions"):
-- "Project Vulcan" ("Vulcan") is the most advanced of the three
opportunities and is the acquisition of the commercial rights to
four brands whose main products are focussed on oncology support
therapies to treat the dermatological and oral side-effects of
cancer treatments. Currently the brands are sold through third
party distributors in the EU as well as some other global markets
with several new territories preparing for launch in 2021. The
Group has extensive experience of manufacturing the main product in
its plant in Italy and for which there would be no technology
transfer required. The Directors see an opportunity to increase the
distribution of the brands' products into territories where the
product does not have an existing distribution partner, using both
the Group's own existing network of local partners along with new
partners. In 2019, Vulcan generated GBP3.5 million in net sales and
an estimated EBITDA in excess of GBP1.2 million. The Directors
expect the consideration payable for Vulcan to be approximately
GBP5.5 million on a cash free, debt free basis.
-- "Target A" is a heritage brand in the UK and EU within the
oral care market. Its product can be manufactured internally by the
Group. The Directors see an opportunity to expand its niche
customer base in the UK and internationally through the Group's
distribution network. In the year ended 31 December 2019, Target A
generated approximately GBP3.0 million in estimated net sales, with
a margin in excess of 30 per cent. The Directors expect that the
consideration payable for Target A would be in the region of GBP5
million.
-- "Target B" is a well-known heritage dermatological brand and
is widely marketed in the UK. Its products are capable of being
manufactured internally by the Group. As with Vulcan and Target A,
the Directors have identified an opportunity to expand the
product's distribution into global markets through the Group's
network. The Directors consider that the Target B's valuation is in
the approximate range of GBP15 to 20 million.
The Directors believe that the Fundraising together with
sufficient leverage should allow the Group to target accretive
acquisitions, with the potential to add significantly to its
revenue and EBITDA and consider that an increase in Group revenue
would enable the Company materially to increase its operating
margin. In the medium term, the Directors aspire to create a
business capable of generating GBP75 million of revenue with an
operating margin of 25-30 per cent.(1)
1. This is a statement of the Directors' aspirations and should
not be read as a profit forecast. Please see the paragraph entitled
"Cautionary Note Regarding Forward-Looking Statements" in the
section entitled "Important Information" for more information.
CURRENT TRADING AND PROSPECTS
In the year ended 31 December 2019, the Group reported revenues
of GBP20.2 million (2018: GBP18.8 million), adjusted EBITDA of
GBP3.0 million (2018: GBP2.7 million) and a pre-tax profit of
GBP1.4 million (2018: GBP0.7 million).
As detailed in the Company's interim results, the first half of
2020 was a period of strong trading for the Group with reported
revenues increasing 80 per cent. to GBP16.9m (H1 2019: GBP9.4
million), adjusted EBITDA increasing 368 per cent. to GBP3.5
million and profit before tax increasing nine-fold to GBP2.7
million (H1 2019: GBP0.3 million).
This strong trading has continued into the third quarter with
revenues increasing by 29 per cent. to 30 September 2020, compared
to the same period last year and the Company has good visibility on
performance for the fourth quarter and into 2021. It is the
Directors' intention, in the short to medium term, to adopt a
progressive dividend policy.
The Company is supporting a clinical study by Cardiff University
to investigate the potential of OTC mouthwashes, such as produced
by the Group, to reduce the viral load (amount of virus in
patients' saliva) in patients affected with Covid-19. Initial
research raised the possibility that cetylpyridinium chloride (CPC)
could be used to help reduce transmission of enveloped viruses such
as SARS-CoV2 (Covid-19), but that more research was needed to test
this idea. The clinical study aims to investigate if OTC
mouthwashes containing CPC can reduce the viral load in the mouth.
The Group produces mouthwashes containing CPC as their main active
ingredient. On 16 November 2020, the Company updated the market
following the publication of the laboratory (in-vitro) results from
a separate independent study which concluded that the Group's two
CPC based mouthwashes eradicated the SARS-CoV-2 (Covid-19) virus
completely (>5log reduction, equivalent to 99.999%) within a 30
second exposure in the laboratory. The Cardiff University
researchers concluded that active ingredients in mouthwashes were
not, on their own, enough to rely on, but rather it was the
construct of the mouthwash formulations that was the critical
determinant of a successful outcome. The Directors consider the
composition of Venture Life's CPC-based mouthwashes to be unique.
The Cardiff University research project will now conclude its human
(in-vivo) clinical study, with results expected to be published in
early 2021 and when the Company plans to update the market
further.
USE OF PROCEEDS
The Directors intend that the net proceeds of the Fundraising
will be used primarily to strengthen the balance sheet to support
the Company's stated acquisition growth strategy and for general
working capital purposes.
DETAILS OF THE PLACING
The Company has conditionally raised GBP34 million (before fees
and expenses) by the conditional Placing of 37,777,777 Placing
Shares at the Offer Price by Cenkos, as agent for the Company, with
Placees.
The Placing is conditional, among other matters, upon:
(a) the passing of the Resolutions at the General Meeting by Shareholders;
(b) the Placing Agreement becoming or being declared
unconditional in all respects and not having been terminated in
accordance with its terms prior to Admission; and
(c) Admission becoming effective by no later than 8.00 a.m. on 9
December 2020 or such later time and/or date (being no later than
8.00 a.m. on 23 December 2020) as Cenkos and the Company may
agree.
If any of the conditions are not satisfied, the Placing Shares
will not be issued and all monies received from the Placees will be
returned to the Placees (at the Placees' risk and without interest)
as soon as possible thereafter. The Placing is not being
underwritten.
The Placing Shares will be issued free of all liens, charges and
encumbrances and will, when issued and fully paid, rank pari passu
in all respects with the Existing Ordinary Shares, including the
right to receive all dividends and other distributions declared,
made or paid after the date of their issue.
THE OPEN OFFER
The Company considers it important that Shareholders have an
opportunity (where it is practicable for them to do so) to
participate in the Fundraising and accordingly the Company is
making the Open Offer to Qualifying Shareholders. The Company is
proposing to raise up to GBP2.0 million (before fees and expenses)
through the issue of up to 2,270,973 Open Offer Shares at the Offer
Price. Any Open Offer Shares not subscribed for by Qualifying
Shareholders will be available to Qualifying Shareholders under the
Excess Application Facility. The Open Offer is not being
underwritten.
Qualifying Shareholders may apply for Open Offer Shares under
the Open Offer at the Offer Price on the following basis:
1 Open Offer Share for every 37 Existing Ordinary Shares held
by
the Shareholder on the Record Date
Entitlements of Qualifying Shareholders will be rounded down to
the nearest whole number of Open Offer Shares. Fractional
entitlements which would otherwise arise will not be issued to
Qualifying Shareholders but will be aggregated and made available
under the Excess Application Facility. The Excess Application
Facility enables Qualifying Shareholders to apply for Excess Shares
in excess of their Open Offer Entitlement.
Further details of the Open Offer and the application process
relating to the Open Offer are set out in the Circular.
Settlement and dealings
Application will be made to the London Stock Exchange for the
New Ordinary Shares to be admitted to trading on AIM. It is
expected that Admission will become effective at 8.00 a.m. on 9
December 2020.
The Directors do not intend to participate in the Open
Offer.
THE PLACING AGREEMENT
Pursuant to the terms of the Placing Agreement, Cenkos, as agent
for the Company, has conditionally agreed to use its reasonable
endeavours to procure subscribers for the Placing Shares. Cenkos
has conditionally placed the Placing Shares with certain
institutional and other investors at the Offer Price. The Placing
and the Open Offer have not been underwritten. The Placing
Agreement is conditional upon, among other matters, the Resolutions
being duly passed at the General Meeting and Admission becoming
effective on or before 8.00 a.m. on 9 December 2020 (or such later
time and/or date as Cenkos and the Company may agree, but in any
event by no later than 8.00 a.m. on 23 December 2020).
The Placing Agreement contains customary warranties from the
Company in favour of Cenkos in relation to, among other matters,
the accuracy of the information in the Circular and other matters
relating to the Group and its business. In addition, the Company
has agreed to indemnify Cenkos in relation to certain defined
liabilities that it may incur in respect of the Fundraising.
Cenkos has the right to terminate the Placing Agreement in
certain circumstances prior to Admission, in particular, in the
event of a breach of the warranties given to Cenkos in the Placing
Agreement or a material adverse change affecting the business,
financial trading position or prospects of the Company or the Group
as a whole. Cenkos also has the right to terminate the Placing
Agreement if any of the sale agreements between the Sellers and
Cenkos in connection with the Sale are terminated in accordance
with their terms.
The Placing Agreement also provides for the Company to pay all
costs, charges and expenses of, or incidental to, the Fundraising
and the Admission including all agreed amounts for legal and other
professional fees and expenses.
The Placing Shares have not been made available to the public
and have not been offered or sold in any jurisdiction where it
would be unlawful to do so.
EXERCISE OF EMI OPTIONS AND SALE
At the same time as the Company undertakes its Fundraising,
Jerry Randall and Sharon Daly (née Collins) each intend to exercise
867,887 EMI Options. Of these EMI Options, 705,700 will be
exercised at a price per Ordinary Share of 45 pence and 162,187
will be exercised at a price per Ordinary Share of 41 pence.
Jerry Randall, Sharon Daly (née Collins), and Gianluca Braguti
and certain of his associates intend to sell an aggregate of
8,173,343 Sale Shares at the Offer Price, which will include the
1,735,774 Ordinary Shares that are to be issued and allotted to
Jerry Randall and Sharon Daly (née Collins) upon the exercise by
both of them of 867,887 EMI Options.
Cenkos has conditionally placed the Sale Shares with certain
institutional and other investors at the Offer Price. The Sale is
conditional upon Admission and completion is expected to occur on
Admission. The Sale is not underwritten. Purchasers of Sale Shares
will not receive Open Offer Entitlements in respect of such shares.
The Sellers have agreed to a customary lock-up of their remaining
Ordinary Shares for 24 months from Admission.
Following exercise of the EMI Options and sale of the Sale
Shares, the Sellers (and their families/ pension plans) will retain
the following interests in the Company:
Interests as the date Interests at Admission(1)
of this Document
------------------------------------ ------------------------------------------
No. of Ordinary Percentage No. of Ordinary Percentage
Shares(2) of issued Shares(2) of issued
share capital(2) share capital(2)
Jerry Randall 3,769,729 4.5% 1,884,865(3) 1.5%(3)
Sharon Daly
(née
Collins) 2,019,953 2.4% 1,009,976(4) 0.8%(4)
Gianluca
Braguti 7,085,459(5) 8.4%(5) 3,542,730(6) 2.8%(6)
Notes :
(1) Assuming full take up of the Open Offer Entitlements
and the Sellers do not take up any of their Open Offer Entitlements
but that these are taken up by other Qualifying Shareholders
by way of the Excess Application Facility.
(2) Excluding share options. The legal title of all Ordinary
Shares for which the Sellers hold the beneficial interest
is held by Vestra Nominees Limited.
(3) Having exercised 867,887 EMI Options for Ordinary Shares
which will all be sold in the Sale. Of Jerry Randall's remaining
interests in the Company, he will retain the beneficial interests
to 653,013 Ordinary Shares and 1,231,852 Ordinary Shares
will be acquired by his wife, Mrs A Randall, on Admission.
(4) Having exercised 867,887 EMI Options for Ordinary Shares
which will all be sold in the Sale. Of Sharon Daly's remaining
interests in the Company, she will retain the beneficial
interests to at least 591,197 Ordinary Shares and, in addition,
any of the 418,779 Ordinary Shares that are not acquired
by her husband, Mr C Daly, on Admission..
(5) Including 2,300,000 Ordinary Shares to which his wife
and his adult children hold the beneficial interest. Gianluca
Braguti retains control of the voting rights for these Ordinary
Shares whilst he remains a Director of the Company.
(6) Including 1,150,000 Ordinary Shares to which his wife
and his adult children hold the beneficial interest. Gianluca
Braguti will retain control of the voting rights for these
Ordinary Shares whilst he remains a Director.
The Sale Shares have not been made available to the public and
have not been offered or sold in any jurisdiction where it would be
unlawful to do so.
THE GENERAL MEETING
You will find set out at the end of the Circular a notice
convening the General Meeting to be held at 11.00 a.m. on 8
December 2020 at which the following resolutions will be proposed
as ordinary or special resolutions as indicated below:
-- Resolution 1, which will be proposed as an ordinary
resolution and which is subject to the passing of Resolution 2 is
to authorise the Directors to allot the New Ordinary Shares in
connection with the Fundraising.
-- R esolution 2, which will be proposed as a special resolution
and which is subject to the passing of Resolution 1, dis-applies
Shareholders' statutory pre-emption rights in relation to the issue
of the New Ordinary Shares pursuant to the Fundraising.
The authorities under these resolutions are in addition to any
other authorities in relation to allotment or the dis-application
of pre-emption rights in existence at the date of the General
Meeting.
In accordance with government legislation and related
restrictions in response to Covid-19, and to minimise public health
risks, the General Meeting is to be held as a closed meeting,
electronically, and members and their proxies will not be able to
attend the meeting in person. As such, Shareholders are strongly
encouraged to appoint the 'Chair of the meeting' to act as their
proxy as any other named person will not be permitted to attend the
meeting.
PRINCIPAL RISKS
The Company draws your attention to the principal risks and
uncertainties for the Group on pages 18 and 19 of its annual report
and accounts for the financial year end 31 December 2019, which
remain relevant to the Group.
Coronavirus (Covid-19)
In its annual report, the Group highlighted the risk to its
business that the coronavirus (Covid-19) pandemic may have. Since
publication of that report, the pandemic has continued to have a
severe impact on economies throughout the world. This impact has
been felt across the Group in various ways, and across many of the
territories in which the Company operates, including China (where
the Group has important potential sales). These impacts include
delays in orders from, and sales to, distributors, delays in the
receipt of payments from distributors with some distributors not
paying amounts due within the contractually agreed payment period,
difficulties in obtaining the raw materials and packaging necessary
for manufacturing as supply chains have weakened, increased costs
incurred in order to manage and operate the business, and
uncertainty regarding the future performance of our
distributors.
The Group is profitable and cash generative and has to date
managed these risks successfully. The Group has undertaken several
mitigating actions in light of the pandemic and its economic
impact, including extensive changes to operating procedures at the
manufacturing facility in Italy, making increased provisions
against doubtful debt, and requiring some distributors to pay in
advance or with letters of credit where credit terms are not
currently being met, whilst also being sympathetic to its
distributors and the strains placed on them by coronavirus
(Covid-19). Despite these mitigating measures, the extent to which
the Group's revenues and operating results may in future be
affected by the pandemic will depend on future developments, which
are highly uncertain and cannot be accurately predicted, including
the duration, scope and severity of the pandemic, the actions taken
to contain or mitigate its impact by both the Company and its
distributors, and the severity of the direct and indirect economic
effects of the pandemic and related containment measures. Should
any distributor with significant minimum purchase obligations or
other material payment obligations become unable during the
pandemic or following to perform their obligations it could have a
material adverse impact on the Group's revenues and operating
results.
Speculation and public comment may arise about the prospects for
the success or failure of the clinical study (being undertaken by
Cardiff University) to investigate the potential of OTC
mouthwashes, such as produced by the Group, to reduce the viral
load (amount of virus in patients' saliva) in patients affected
with Covid-19 or generally about the effectiveness of CPC-based or
other mouthwashes for this purpose. The Company does not intend to
comment on these matters before the results of that study are
complete or sufficiently precise information is available, unless
required by the AIM Rules for Companies/legal disclosure
requirements.
The Cardiff University research project will now conclude its
human (in-vivo) clinical study, with results expected to be
published in early 2021. Clinical trials are inherently uncertain
and their outcome cannot be assured. Until the results of that
study are known, it is too early to know the true effectiveness of
the Group's two CPC based mouthwashes in helping to prevent or
reduce the Covid-19 virus in the oral cavity. Even if the results
of the human (in-vivo) trial provide similarly strong results as
the in-vitro trial, the impact on the sales of the Group's CPC
based mouthwashes is not known at this time and could be affected
by whether other CPC based mouthwashes or other mouthwashes
containing different key ingredients are found to have similar
benefits.
RECOMMATION
The Directors consider the Fundraising to be in the best
interests of the Company and its Shareholders as a whole and
accordingly recommend unanimously Shareholders to vote in favour of
the Resolutions to be proposed at the General Meeting and the
Directors confirm that they intend to vote in favour of the
Resolutions in respect of their beneficial holdings amounting, in
aggregate, to 12,918,506 Existing Ordinary Shares, representing
approximately 15.4 per cent. of the existing issued ordinary share
capital of the Company.
FUNDRAISING STATISTICS
Offer Price 90 pence
Number of Existing Ordinary
Shares 84,026,006
Number of Placing Shares 37,777,777
Open Offer Entitlement 1 Open Offer Share
for every 37 Existing Ordinary
Shares
Number of Open Offer Shares(1) up to 2,270,973
Number of New Ordinary Shares
to be issued pursuant to the
Fundraising(1) 40,048,750
Number of EMI Options to be
exercised 1,735,774
Number of Ordinary Shares in
issue following Admission(1)(2) 125,810,530
New Ordinary Shares as a percentage 33.2 per cent.
of the Enlarged Share Capital(1)(2)
Gross proceeds of the Placing GBP34 million
Gross proceeds of the Open Offer(1) GBP2.0 million
Estimated net proceeds of the GBP34.2 million
Fundraising receivable by the
Company(1)
Ordinary Share ISIN GB00BFPM8908
Open Offer Entitlements ISIN GB00BKPS0Z39
Open Offer Excess Entitlements GB00BKPS1058
ISIN
(1) Assuming take-up in full of the Open Offer by Qualifying Shareholders.
(2) Assuming the exercise of 867,887 EMI Options by each of
Jerry Randall and Sharon Daly (née Collins)
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Record Date for entitlements 6.00 p.m. on 19 November 2020
under the Open Offer
Announcement of the Fundraising 20 November 2020
and Sale
Publication and despatch of 20 November 2020
the Circular, the Form of Proxy
and, to Qualifying Non-CREST
Shareholders, the Application
Form
Existing Ordinary Shares marked 8.00 a.m. on 23 November 2020
"ex" by the London Stock Exchange
Open Offer Entitlements and 24 November2020
Excess Open Offer Entitlements
credited to CREST stock accounts
of Qualifying CREST Shareholders
Latest recommended time and 4.30 p.m. on 1 December 2020
date for requesting withdrawal
of Open Offer Entitlements and
Excess CREST Open Offer Entitlements
from CREST
Latest time and date for depositing 3.00 p.m. on 2 December 2020
Open Offer Entitlements and
Excess CREST Open Offer Entitlements
in CREST
Latest time and date for splitting 3.00 p.m. on 3 December 2020
of Application Forms under the
Open Offer
Latest time and date for receipt 11.00 a.m. on 4 December 2020
of Forms of Proxy and CREST
voting instructions
Latest time and date for receipt 11.00 a.m. on 7 December 2020
of Application Forms and payment
in full under the Open Offer
and settlement of relevant CREST
instructions (as appropriate)
General Meeting 11.00 a.m. on 8 December 2020
Results of the General Meeting 8 December 2020
and the Open Offer announced
Admission of the New Ordinary 8.00 a.m. on 9 December 2020
Shares to trading on AIM and
commencement of dealings 9 December 2020
Settlement of the Sale Shares
Where applicable, expected date 9 December 2020
for CREST accounts to be credited
with New Ordinary Shares in
uncertificated form
Where applicable, expected date Within 10 Business Days from
for despatch of definitive share Admission
certificates for New Ordinary
Shares in certificated form
Notes:
1. Each of these times and/or dates is subject to change at the
absolute discretion of the Company and Cenkos. If any of these
times and/or dates should change, the revised times and/or dates
will be announced through a Regulatory Information Service.
2. All of the above times refer to London time unless otherwise stated.
3. All events listed in the above timetable following the
General Meeting are conditional on the passing of the Resolutions
at the General Meeting.
DEFINITIONS
The following definitions apply throughout this Announcement
unless the context otherwise requires:
"Act" the Companies Act 2006 (as amended)
"Admission" admission of the New Ordinary Shares
to trading on AIM becoming effective
in accordance with Rule 6 of the AIM
Rules
"AIM" the AIM market operated by the London
Stock Exchange
"AIM Rules" the AIM Rules for Companies published
by the London Stock Exchange from time
to time
"AIM Rules for Nominated the AIM rules for nominated advisers
Advisers " published by the London Stock Exchange
from time to time
"Articles" the articles of association of the Company
"Application Form" the application form to take up New Ordinary
Shares in the Open Offer accompanying
the Circular that may be used by Qualifying
Non-CREST Shareholders
"Business Day" a day (other than a Saturday, a Sunday
or a public holiday) on which clearing
banks are open for all normal banking
business in the city of London.
"Cenkos" or "Nominated Cenkos Securities plc, as the Company's
Adviser" or "Broker" nominated adviser and broker
"certificated form" an Ordinary Share recorded on a company's
or "in certificated share register as being held in certificated
form" form (namely, not in CREST)
"Company" or "Venture Venture Life Group plc, a company incorporated
Life" under the laws of England and Wales with
company number 05651130
"CREST" the relevant system (as defined in the
CREST Regulations) in respect of which
Euroclear is the operator (as defined
in those Regulations)
"CREST Regulations" the Uncertificated Securities Regulations
2001 (S.I. 2001 No. 3755) (as amended)
"Directors" or "Board" the directors of the Company or any duly
authorised committee thereof
"Circular" the Circular which for the avoidance
of doubt does not comprise a prospectus
(under the Prospectus Regulation) or
an admission document (under the AIM
Rules)
"EMI Options" options in Ordinary Shares granted under
the Company's Enterprise Management Incentive
Scheme
"Enlarged Share Capital" the issued Ordinary Shares immediately
following Admission, assuming the maximum
number of New Ordinary Shares are issued
Assuming the exercise of 867,887 EMI
Options by each of Jerry Randall and
Sharon Daly (née Collins)
"Euroclear" Euroclear UK & Ireland Limited, the operator
of CREST
"Excess Application the arrangement pursuant to which Qualifying
Facility" Shareholders may apply for additional
Open Offer Shares in excess of their
Open Offer Entitlement in accordance
with the terms and conditions of the
Open Offer
"Excess CREST Open Offer in respect of each Qualifying CREST Shareholder,
Entitlements " the entitlement (in addition to their
Open Offer Entitlement) to apply for
Open Offer Shares pursuant to the Excess
Application Facility, which is conditional
on him taking up his Open Offer Entitlement
in full and which may be subject to scaling
back in accordance with the provisions
of the Circular
"Excess Open Offer Entitlements" an entitlement for each Qualifying Shareholder
to apply to subscribe for Open Offer
Shares in addition to his Open Offer
Entitlement pursuant to the Excess Application
Facility which is conditional on him
taking up his Open Offer Entitlement
in full and which may be subject to scaling
back in accordance with the provisions
of the Circular
"Excess Shares" Open Offer Shares which are not taken
up by Qualifying Shareholders pursuant
their Open Offer Entitlement and which
are offered to Qualifying Shareholders
under the Excess Application facility
"Ex-entitlement Date" the date on which the Existing Ordinary
Shares are marked "ex" for entitlement
under the Open Offer, being 8.00 a.m.
on 23 November 2020
"Existing Ordinary Shares" the 84,026,006 Ordinary Shares in issue
at the date of this announcement, all
of which are admitted to trading on AIM
"FCA" the UK Financial Conduct Authority
"Form of Proxy" the form of proxy for use in connection
with the General Meeting which accompanies
the Circular
"FSMA" the Financial Services and Markets Act
2000 (as amended)
"Fundraising" the Placing and the Open Offer
"General Meeting" the general meeting of the Company to
be held at 11.00 a.m. on 8 December 2020,
notice of which is set out at the end
of the Circular
"Group" the Company and its subsidiary undertakings
"Link Group" a trading name of Link Market Services
Limited
"London Stock Exchange" London Stock Exchange plc
"Money Laundering Regulations" The Money Laundering, Terrorist Financing
and Transfer of Funds (Information on
the Payer) Regulations 2017 (as amended)
"New Ordinary Shares" the Placing Shares and the Open Offer
Shares
"Notice of General Meeting" the notice convening the General Meeting
which is set out at the end of the Circular
"Offer Price" 90 pence per Ordinary Share
"Official List" the Official List of the Financial Conduct
Authority
"Open Offer" the conditional invitation by the Company
to Qualifying Shareholders to apply to
subscribe for the Open Offer Shares at
the Offer Price on the terms and subject
to the conditions set out in the Circular
and, in the case of Qualifying Non-CREST
Shareholders, in the Application Form
"Open Offer Entitlement" the individual entitlements of Qualifying
Shareholders to subscribe for Open Offer
Shares allocated to Qualifying Shareholders
pursuant to the Open Offer
"Open Offer Shares" up to 2,270,973 new Ordinary Shares to
be issued by the Company pursuant to
the Open Offer
"Ordinary Shares" ordinary shares of 0.3 pence each in
the capital of the Company
"Overseas Shareholders" Shareholders who do not have a registered
address nor are located in the United
Kingdom
"Placees" subscribers for the Placing Shares
"Placing" the conditional placing of the Placing
Shares by Cenkos, as agents on behalf
of the Company, pursuant to the Placing
Agreement, further details of which are
set out in the Circular
"Placing Agreement" the conditional placing and open offer
agreement dated 20 November 2020 and
made between Cenkos and the Company in
relation to the Fundraising, further
details of which are set out in the Circular
"Placing Shares" the 37,777,777 New Ordinary Shares to
be issued pursuant to the Placing
"Potential Acquisitions" the Group's three potential acquisitions
as set out in this announcement
"Prospectus Regulation" regulation (EU) No 2017/1129 of the European
Parliament and of the Council
"Receiving Agent" Link Group, Corporate Actions, The Registry,
34 Beckenham Road, Beckenham, Kent, BR3
4TU
"Qualifying CREST Shareholders" Qualifying Shareholders holding Existing
Ordinary Shares in uncertificated form
"Qualifying Non-CREST Qualifying Shareholders holding Existing
Shareholders " Ordinary Shares in certificated form
"Qualifying Shareholders" holders of Existing Ordinary Shares on
the register of members of the Company
at the Ex-entitlement Date that are not
resident in a Restricted Jurisdiction
"Record Date" 6.00 p.m. on 19 November 2020
"Registrars" Link Group, The Registry, 34 Beckenham
Road, Beckenham, Kent, BR3 4TU
"Regulatory Information a service approved by the FCA for the
Service" distribution to the public of regulatory
announcements and included within the
list maintained on the FCA's website
"Resolutions" the resolutions set out in the Notice
of General Meeting
"Restricted Jurisdiction" any jurisdiction except the UK. Jurisdictions
outside the UK include, but are not limited
to, the United States, Canada, Australia,
New Zealand, the Republic of South Africa
and Japan
"Sale Shares" means 8,173,343 Ordinary Shares to be
sold by the Sellers
"Sellers" Jerry Randall, Sharon Daly (née
Collins), Gianluca Braguti and certain
of his associates
"Shareholders" holders of Ordinary Shares
"UK" the United Kingdom of Great Britain and
Northern Ireland
"US" or "United States" the United States of America, each State
thereof, its territories and possessions
(including the District of Columbia)
and all other areas subject to its jurisdiction
"uncertificated" or an Ordinary Share recorded on a company's
"in uncertificated form" share register as being held in uncertificated
form in CREST and title to which, by
virtue of the CREST Regulations, may
be transferred by means of CREST
"Website" www.signalshares.com
"GBP", "pounds sterling", are references to the lawful currency
"pence" or "p" of the United Kingdom
Important Notices
No action has been taken by the Cenkos Securities plc ("Cenkos")
or any of its affiliates, or any person acting on its or their
behalf that would permit an offer of the New Ordinary Shares or
possession or distribution of this announcement or any other
offering or publicity material relating to such New Ordinary Shares
in any jurisdiction where action for that purpose is required.
Persons into whose possession this announcement comes are required
by the Company and Cenkos to inform themselves about, and to
observe, such restrictions.
No prospectus, offering memorandum, offering document or
admission document has been or will be made available in connection
with the matters contained in this announcement and no such
prospectus is required (in accordance with the Prospectus
Regulation) to be published. Persons needing advice should consult
a qualified independent legal adviser, business adviser, financial
adviser or tax adviser for legal, financial, business or tax
advice.
THIS ANNOUNCEMENT, INCLUDING THE INFORMATION CONTAINED IN IT, IS
RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE, FORWARDING OR
DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR
INTO THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS,
ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA
(COLLECTIVELY, THE "UNITED STATES"), AUSTRALIA, NEW ZEALAND,
CANADA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER
JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION
WOULD BE UNLAWFUL. FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION
PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY
JURISDICTION. THIS ANNOUNCEMENT HAS NOT BEEN APPROVED BY THE LONDON
STOCK EXCHANGE, NOR IS IT INTED THAT IT WILL BE SO APPROVED.
This announcement or any part of it does not constitute or form
part of any offer to issue or sell, or the solicitation of an offer
to acquire, purchase or subscribe for, any securities in the United
States, Canada, Australia, New Zealand, the Republic of South
Africa, Japan or any other jurisdiction in which the same would be
unlawful. No public offering of the Placing Shares is being made in
any such jurisdiction.
The securities referred to herein have not been and will not be
registered under the United States Securities Act of 1933, as
amended (the "Securities Act"), or with any securities regulatory
authority of any State or other jurisdiction of the United States,
and may not be offered, sold or transferred directly or indirectly
in or into the United States except pursuant to an exemption from,
or in a transaction not subject to, the registration requirements
of the Securities Act and in compliance with the securities laws of
any State or any other jurisdiction of the United States.
Accordingly, the Placing Shares are being offered and sold by the
Company only outside the United States in "offshore transactions"
(as such terms are defined in Regulation S under the Securities Act
("Regulation S")) pursuant to Regulation S under the Securities Act
and otherwise in accordance with applicable laws. No public
offering of securities is being made in the United States.
This announcement is for information purposes only and is
directed only at: (i) persons in the European Economic Area (the
"EEA") who are qualified investors within the meaning of Article
2(e) of the Prospectus Regulation ("Qualified Investors"); or (ii)
in the United Kingdom, Qualified Investors who are (a) persons who
have professional experience in matters relating to investments who
fall within the definition of "investment professionals" in Article
19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 (the "Order"); (b) persons who fall within
Article 49(2)(a) to (d) of the Order; or (c) otherwise, persons to
whom it may otherwise lawfully be distributed (all such persons
together being referred to as "Relevant Persons"). Any investment
or investment activity to which this announcement relates is
available in the EEA or the United Kingdom only to Relevant Persons
and will be engaged in only with Relevant Persons. This
announcement must not be acted on or relied on by persons in the
EEA or the United Kingdom who are not Relevant Persons.
Certain statements contained in this announcement constitute
"forward-looking statements" with respect to the financial
condition, results of operations and businesses and plans of the
Company and its subsidiaries (the "Group"). Words such as
"believes", "anticipates", "estimates", "expects", "intends",
"plans", "aims", "potential", "will", "would", "could",
"considered", "likely", "estimate" and variations of these words
and similar future or conditional expressions, are intended to
identify forward-looking statements but are not the exclusive means
of identifying such statements. These statements and forecasts
involve risk and uncertainty because they relate to events and
depend upon future circumstances that have not occurred. There are
a number of factors that could cause actual results or developments
to differ materially from those expressed or implied by these
forward-looking statements and forecasts. As a result, the Group's
actual financial condition, results of operations and business and
plans may differ materially from the plans, goals and expectations
expressed or implied by these forward-looking statements. No
representation or warranty is made as to the achievement or
reasonableness of, and no reliance should be placed on, such
forward-looking statements. No statement in this announcement is
intended to be, nor may it be construed as, a profit forecast or be
relied upon as a guide to future performance. The forward-looking
statements contained in this announcement speak only as of the date
of this announcement. The Company, its directors, Cenkos, their
respective affiliates and any person acting on its or their behalf
each expressly disclaim any obligation or undertaking to update or
revise publicly any forward-looking statements, whether as a result
of new information, future events or otherwise, unless required to
do so by applicable law or regulation, the AIM Rules or the rules
of the London Stock Exchange.
Cenkos Securities plc is authorised and regulated in the United
Kingdom by the FCA. Cenkos is acting exclusively for the Company
and no one else in connection with the Placing and will not regard
any other person (whether or not a recipient on this announcement)
as its client in relation to the Placing or any other matter
referred to in this announcement and will not be responsible to
anyone (including any Placees) other than the Company for providing
the protections afforded to its clients or for providing advice to
any other person in relation to the Placing or any other matters
referred to in this announcement.
This announcement has been issued by and is the sole
responsibility of the Company. No representation or warranty,
express or implied, is or will be made as to, or in relation to,
and no responsibility or liability is or will be accepted by Cenkos
or by any of its affiliates or any person acting on its or their
behalf as to, or in relation to, the accuracy or completeness of
this announcement or any other written or oral information made
available to or publicly available to any interested party or its
advisers, and any liability therefore is expressly disclaimed.
This announcement does not constitute a recommendation
concerning any investor's investment decision with respect to the
Placing. Any indication in this announcement of the price at which
ordinary shares have been bought or sold in the past cannot be
relied upon as a guide to future performance. The price of shares
and any income expected from them may go down as well as up and
investors may not get back the full amount invested upon disposal
of the shares. Past performance is no guide to future performance.
The contents of this announcement are not to be construed as legal,
business, financial or tax advice. Each investor or prospective
investor should consult his, her or its own legal adviser, business
adviser, financial adviser or tax adviser for legal, financial,
business or tax advice.
The Placing Shares to be issued or sold pursuant to the Placing
will not be admitted to trading on any stock exchange other than
AIM.
Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy
of this announcement should seek appropriate advice before taking
any action.
Neither the content of the Company's website (or any other
website) nor the content of any website accessible from hyperlinks
on the Company's website (or any other website) is incorporated
into or forms part of this announcement.
This announcement has been prepared for the purposes of
complying with applicable law and regulation in the United Kingdom
and the information disclosed may not be the same as that which
would have been disclosed if this announcement had been prepared in
accordance with the laws and regulations of any jurisdiction
outside the United Kingdom.
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (B) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the "MiFID
II Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any 'manufacturer' (for the purposes of the MiFID II Product
Governance Requirements) may otherwise have with respect thereto,
the Placing Shares have been subject to a product approval process,
which has determined that such Placing Shares are: (i) compatible
with an end target market of retail investors and investors who
meet the criteria of professional clients and eligible
counterparties, each as defined in MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by
MiFID II (the "Target Market Assessment"). Notwithstanding the
Target Market Assessment, distributors should note that: the price
of the Placing Shares may decline and investors could lose all or
part of their investment; the Placing Shares offer no guaranteed
income and no capital protection; and an investment in the Placing
Shares is compatible only with investors who do not need a
guaranteed income or capital protection, who (either alone or in
conjunction with an appropriate financial or other adviser) are
capable of evaluating the merits and risks of such an investment
and who have sufficient resources to be able to bear any losses
that may result therefrom. The Target Market Assessment is without
prejudice to the requirements of any contractual, legal or
regulatory selling restrictions in relation to the Placing.
Furthermore, it is noted that, notwithstanding the Target Market
Assessment, Cenkos will only procure investors who meet the
criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase or take
any other action whatsoever with respect to the Placing Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining
appropriate distribution channels.
NOTWITHSTANDING ANYTHING IN THE FOREGOING, NO PUBLIC OFFERING OF
THE PLACING SHARES IS BEING MADE BY ANY PERSON ANYWHERE AND THE
COMPANY HAS NOT AUTHORISED OR CONSENTED TO ANY SUCH OFFERING IN
RELATION TO THE PLACING SHARES.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
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Kingdom. Terms and conditions relating to the use and distribution
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END
MSCKZMZMZGMGGZM
(END) Dow Jones Newswires
November 20, 2020 08:00 ET (13:00 GMT)
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