TIDMORPH
RNS Number : 7392N
Open Orphan PLC
22 May 2020
EMBARGOED FOR 7.01 ON 22 May 2020
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014.
THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY, AND DOES
NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR
ISSUE, OR ANY SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE
FOR, ANY SECURITIES OF OPEN ORPHAN PLC.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO
ANY PERSON LOCATED OR RESIDENT IN, ANY JURISDICTION WHERE IT IS
UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT AMOUNTS TO A FINANCIAL PROMOTION FOR THE
PURPOSES OF SECTION 21 OF THE FINANCIAL SERVICES AND MARKETS ACT
2000 ("FSMA") AND HAS BEEN APPROVED BY PRIMARYBID LIMITED WHICH IS
AUTHORISED AND REGULATED BY THE FINANCIAL CONDUCT AUTHORITY (FRN
779021)
22 May 2020
OPEN ORPHAN PLC
(" Open Orphan " or the " Company " ) ( LON : ORPH )
PrimaryBid.com Offer
Open Orphan Plc (LON: ORPH), a rapidly growing specialist
pharmaceutical services company which has a focus on orphan drugs
and is the world leader in the testing of vaccines and antivirals
using human challenge study models, is pleased to announce a
conditional offer for subscription via PrimaryBid (the "PrimaryBid
Offer") of new ordinary shares ("New Ordinary Shares") at an issue
price of 11 pence per New Ordinary Share (the "Issue Price"), a
premium of 3.8 per cent. to the closing price of 10.6 pence per
Ordinary Share on 7 May 2020 being the date immediately before the
announcement of the Quotient partnership on 11 May 2020. It
represents a discount of approximately 26.4 per cent. to the
closing middle market price of 14.95 pence per Ordinary Share on 21
May 2020, being the latest practicable date prior to the
publication of this Announcement. The Company is also conducting a
placing of new Ordinary Shares to institutional and other investors
at the Issue Price by way of an accelerated bookbuild process by
Arden Partners plc ("Arden") and finnCap Ltd ("finnCap" together
with Arden, the "Joint Brokers") (the "Placing"), and a
subscription (the "Subscription"), as announced on 22 May 2020 .
The Placing, Subscription and PrimaryBid Offer are expected to
raise up to GBP12 million (net of expenses).
- The net proceeds of the Fundraising will be used to
o Maximise available Covid-19 opportunities including
accelerating the development of both a seasonal coronavirus and a
Covid-19 virus challenge study model to capitalise upon Group's
inbound demand from Covid-19 vaccine developers globally. These
challenge study models have the ability to speed up the development
of a vaccine by 2-3 years;
o Ramp up Covid-19 antiviral testing to the Group's current
capacity for 3,000 tests per day;
o Expand existing laboratory testing services to 3rd party
pharmaceutical and biotech companies in line with our strategy of
becoming a leading services provider to the growing viral, and
respiratory diseases sector of the pharmaceutical industry; and
o Strengthen the balance sheet to enable the Group to take
advantage of the significant and growing opportunities the Board
believes are available.
PrimaryBid Offer
The Company values its retail investor base and is therefore
pleased to provide private and other investors the opportunity to
participate in the PrimaryBid Offer by applying exclusively through
the www.PrimaryBid.com platform and the PrimaryBid mobile app
available on the Apple App Store and Google Play. PrimaryBid does
not charge investors any commission for this service.
The PrimaryBid Offer will comprise of two tranches. The first
tranche will comprise of new Ordinary Shares (the "Firm PrimaryBid
Shares"), which will be issued pursuant to the Company's existing
share authorities, which were granted to the directors at the
general meeting of the Company held on 6 January 2020. The second
tranche will comprise new Ordinary Shares (the "Conditional
PrimaryBid Shares") and together with the Firm PrimaryBid Shares,
the "PrimaryBid Shares". which will be issued pursuant to and
conditional upon the granting of new share authorities at the
General Meeting to be held on 11 June 2020.
The PrimaryBid Offer, the Placing and the Subscription are
conditional on the new Ordinary Shares to be issued pursuant to the
PrimaryBid Offer, the Placing and the Subscription being admitted
to trading on AIM (operated by the London Stock Exchange)
("Admission"). Admission of the Firm PrimaryBid Shares is expected
to be take place at 8.00 a.m. on 29 May 2020 . Admission of the
Conditional PrimaryBid Shares is expected to be take place at 8.00
a.m. on 12 June 2020, subject to the passing of granting of new
share authorities at the General Meeting to be held on 11 June
2020. The PrimaryBid Offer will not be completed without the
Placing also being completed. The PrimaryBid Offer, via the
PrimaryBid.com platform, will be open to individual and
institutional investors from 7.00 a.m. on 22 May 2020 and will
close at the same time as the bookbuilding process is completed.
The PrimaryBid Offer may however close early.
Subscriptions under the PrimaryBid Offer will be considered by
the Company on a "first come, first served" basis, subject to
conditions, which are available to view on PrimaryBid.com.
The Company in consultation with PrimaryBid reserves the right
to scale back any order at its discretion. The Company and
PrimaryBid reserve the right to reject any application for
subscription under the Offer without giving any reason for such
rejection.
No commission is charged to investors on applications to
participate in the PrimaryBid Offer made through PrimaryBid. It is
vital to note that once an application for New Ordinary Shares has
been made and accepted via PrimaryBid, an application cannot be
withdrawn.
For further information on PrimaryBid.com or the procedure for
applications under the PrimaryBid Offer, visit www.PrimaryBid.com
or call PrimaryBid.com on +44 20 3026 4750.
The new Ordinary 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 Company's existing Ordinary
Shares.
O pen Orphan Plc
Cathal Friel, Executive Chairman +353 (0)1 644 0007
PrimaryBid Limited + 44 (0) 203 026
Kieran D'Silva / James Deal 4750
Arden Partners plc ( Nominated Adviser and
Joint Broker)
John Llewellyn-Lloyd / Benjamin Cryer (Corporate
Finance) +44 (0)20 7614
Fraser Marshall / Simon Johnson (Equity Sales) 5900
finnCap plc (Joint Broker) +44 (0)20 7220
Geoff Nash /James Thompson/Richard Chambers 0500
Davy (Euronext Growth Adviser and Joint Broker)
Anthony Farrell +353 (0)1 6796363
Camarco (Financial PR) +44 (0)20 3757
Tom Huddart / Daniel Sherwen 4980
Details of the Offer
The Company highly values its retail investor base which has
supported the Company alongside institutional investors. Given the
longstanding support of retail shareholders, the Company believes
that it is appropriate to provide retail and other interested
investors the opportunity to participate in the Offer. The Company
is therefore making the Offer available exclusively through
PrimaryBid.com.
The Offer is offered under the exemptions against the need for a
prospectus allowed under the Prospectus Rules. As such, there is no
need for publication of a prospectus pursuant to the Prospectus
Rules, or for approval of the same by the Financial Conduct
Authority in its capacity as the UK Listing Authority. The Offer is
not being made into any Restricted Jurisdiction or any other
jurisdiction where it would be unlawful to do so.
There is a minimum subscription of GBP100 per investor under the
terms of the Offer which is open to existing shareholders and other
investors subscribing via PrimaryBid.com. This allocation will be
filled on a "first come first served" basis.
For further details please refer to the PrimaryBid.com website
at www.PrimaryBid.com . The terms and conditions on which the Offer
is made, including the procedure for application and payment for
New Ordinary Shares, is available to all persons who register with
PrimaryBid.com.
Investors should make their own investigations into the merits
of an investment in the Company. Nothing in this announcement
amounts to a recommendation to invest in the Company or amounts to
investment, taxation or legal advice.
It should be noted that a subscription for New Ordinary Shares
and investment in the Company carries a number of risks. Investors
should consider the risk factors set out on PrimaryBid.com before
making a decision to subscribe for New Ordinary Shares. Investors
should take independent advice from a person experienced in
advising on investment in securities such as the New Ordinary
Shares if they are in any doubt.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
IOEELLBLBELZBBF
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May 22, 2020 02:01 ET (06:01 GMT)
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