TIDMVLG
RNS Number : 9415H
Venture Life Group PLC
08 December 2020
THIS ANNOUNCEMENT, INLCUDING THE INFORMATION CONTAINED IN IT, IS
RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION, DISTRIBUTION OR
FORWARDING, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO
THE UNITED STATES, AUSTRALIA, NEW ZEALAND, CANADA, THE REPUBLIC OF
SOUTH AFRICA, 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 CONTAINS INSIDE INFORMATION.
LEI: 213800S8CZUPLAB2KC70
8 December 2020
Venture Life Group plc
("Venture Life" or the "Company")
Results of Placing and Open Offer
and Result of General Meeting
On 20 November 2020, Venture Life announced a conditional
Placing to raise GBP34 million and an Open Offer to raise up to an
additional GBP2.0 million.
The Company is pleased to announce that at its General Meeting
held today all of the resolutions, as set out in the Circular dated
20 November 2020, were duly passed.
The Company is also pleased to announce the results of the Open
Offer, which closed for acceptances at 11:00 a.m. on 7 December
2020 and was oversubscribed. Valid acceptances have been received
in respect of 3,614,034 Open Offer Shares, representing 159.14 per
cent. of the Open Offer Shares available under the Open Offer. In
accordance with the terms and conditions of the Open Offer all
applications made pursuant to the Open Offer (other than Excess
Shares applied for under the Excess Application Facility) have been
met in full and a scaling back exercise has been undertaken in
respect of applications for Excess Shares. The Company has
therefore raised gross proceeds of approximately GBP2.04 million
through the Open Offer.
As set out in the Circular dated 20 November 2020, certain
Directors of the Company indicated their intention to sell an
aggregate of 8,173,343 Sale Shares at the Offer Price. The Sale is
conditional, inter alia, on Admission. As further detailed in the
Circular, and also in the Company's announcement on 24 November
2020 (RNS No. 2482G), the Sales Shares will include 1,735,774
Ordinary Shares that are to be issued and allotted to Jerry Randall
and Sharon Daly (n é e Collins) upon the exercise, by both of them,
of 867,887 EMI Options. Following exercise of the EMI Options and
the sale of the Sale Shares, the Sellers (and their
families/pension plans) will retain the following interests:
Interests prior to the Interests at Admission
Placing and Open Offer
------------------------------------ ------------------------------------------
No. of Ordinary Percentage No. of Ordinary Percentage
Shares(1) of issued Shares(1) of issued
share capital(1) share capital(1)
Jerry Randall 3,769,729 4.5% 1,884,865(2) 1.5%(2)
Sharon Daly
(née
Collins) 2,019,953 2.4% 1,009,977(3) 0.8%(3)
Gianluca
Braguti 7,085,459(4) 8.4%(4) 3,542,730(5) 2.8%(5)
Notes :
(1) Excluding share options. The legal title of all Ordinary
Shares for which the Sellers hold the beneficial interest
is held by Vestra Nominees Limited.
(2) Having exercised 867,887 EMI Options for Ordinary Shares
which will all be sold in the Sale. On Admission, Jerry Randall
is expected to hold the beneficial interests to 653,013 Ordinary
Shares and his wife, Mrs A Randall, is expected to hold the
beneficial interests to 1,231,852 Ordinary Shares.
(3) Having exercised 867,887 EMI Options for Ordinary Shares
which will all be sold in the Sale. On Admission, Sharon
Daly is expected to hold the beneficial interests to 591,197
Ordinary Shares and her husband, Mr C Daly, is expected to
hold the beneficial interests to 418,779 Ordinary Shares
(4) 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.
(5) 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.
Application has been made for a total of 41,784,524 new Ordinary
Shares, to be issued pursuant to the Placing, Open Offer and as a
result of the exercise of the EMI Options, to be admitted to
trading on AIM. It is expected that Admission and dealings in the
41,784,524 new Ordinary Shares will commence at 8.00 a.m. on 9
December 2020. Following Admission, the Enlarged Share Capital of
the Company will consist of 125,810,530 Ordinary Shares. Therefore,
the total number of voting rights in the Company is 125,810,530 and
this figure may be used by shareholders as the denominator for the
calculations by which they will determine if they are required to
notify their interest in the Company, or there is a change to their
interest in the Company.
This announcement should be read in conjunction with the full
text of the Circular posted to Shareholders on 20 November 2020,
copies of which are available on the Company's website
www.venture-life.com. The same definitions apply throughout this
announcement as are applied in the Circular
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 (Corporate Finance)
Russell Kerr / Michael Johnson (Sales)
+44 (0) 20 7496
N+1 Singer (Joint Broker) 3000
Shaun Dobson / Carlo Spingardi
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.
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.
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.
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.
This information is provided by RNS, the news service of the
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END
MSCUPGBCPUPUGGR
(END) Dow Jones Newswires
December 08, 2020 07:00 ET (12:00 GMT)
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