Verseon Corporation Proposed Cancellation of Admission to AIM (0229U)
20 Noviembre 2019 - 1:30AM
UK Regulatory
TIDMVERS
RNS Number : 0229U
Verseon Corporation
20 November 2019
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF THE MARKET ABUSE REGULATION (596/2014/EU) ("MAR").
November 20, 2019
Verseon Corporation
("Verseon" or the "Company")
Proposed Cancellation of Admission to Trading on AIM, Proposed
Tender Offer, and Notice of Special Shareholder Meeting
FREMONT, Calif.-Verseon, a clinical-stage pharmaceutical
company, today announces its intention to cancel admission of its
Common Shares to trading on AIM (the "Cancellation"), subject to
shareholder approval at a Special Shareholder Meeting (the "Special
Meeting") convened for December 6, 2019 at 3:00 p.m. local time at
Critosphere Cowork Space 7100 Stevenson Blvd, Fremont, CA 94538
USA.
As previously announced in the Company's final results and
interim results, market events outside of the Company's control
impacting various third parties and external Verseon shareholders
have put the Company's Common Share price under extreme pressure in
2019, resulting in a market quote that has significantly impaired
the Company's ability to implement its previously disclosed
fundraising options, including the sale-leaseback of its facilities
and preferred share offering. The Directors believe that as long as
the market quote exists, the Company's ability to raise sufficient
funds and support ongoing operations will continue to be impaired,
making the Company's cash position increasingly acute and putting
the equity value of the Company at further risk. Shareholders
should note that the Directors believe it is highly likely that the
Company's viability as a going concern would be at a material risk
if the Company remains listed on AIM. In the opinion of the
Directors, the Company would be better positioned to pursue its
already stated fundraising and operational plans, including the
preferred share offering, as a private company into 2020.
Furthermore, the Directors believe that presently, the costs
associated with being an AIM company outweigh the benefits of such
listing. Having considered the merits of maintaining Verseon's
listing on AIM, the Directors have concluded that the Cancellation
is in the best interest of the Company and its shareholders.
Pursuant to AIM Rule 41, the Cancellation is conditional upon
the consent of not less than 75% of votes cast by shareholders in
the Special Meeting. Subject to such shareholder approval, the
Company expects the last day of dealings in the Company's Common
Shares to be December 18, 2019 and the Cancellation to take effect
at 7:00 a.m. UK time on December 19, 2019.
Tender Offer
The Company intends to extend a tender offer to repurchase
Common Shares at an anticipated price of 1.56 pence per share (the
"Tender Offer") to all shareholders, subject to availability of
funds of $1.2 million, expected in the form of debt facilities.
Further funding details are expected later today, with additional
details of the Tender Offer to follow as soon as practically
possible thereafter. It is expected that certain Directors and
other shareholders of the Company, holding in aggregate
approximately 64.6% of the issued share capital of the Company,
will not take up the tender offer. Shareholders should seek
independent advice in relation to their personal circumstances when
considering accepting the Tender Offer once full details are
released.
Transaction in the Common Shares Before and After the Proposed
Cancellation
Prior to Cancellation, shareholders will be able to trade in the
Common Shares on AIM as usual.
Following Cancellation, no formal market for trading of
Verseon's Common Shares will exist and shareholders will receive
new certificates for their Common Shares. Transfers of shares will
require approval of the Company's board of directors.
Special Meeting Documents
Copies of the following Special Meeting documents will be
available to view and download between November 20 and December 6,
2019 from the Company's website at:
http://www.verseon.com/investor-notices/ssm2019
-- Notice of Special Shareholder Meeting
-- Special Meeting Proxy Information Statement
- Ends -
For further information, please contact:
Verseon Corporation www.verseon.com
Sebastian Wykeham / Tina Schlafly +1 (510) 225 9000
Arden Partners (NOMAD and Broker)
Ruari McGirr / Ciaran Walsh / Dan Gee-Summons +44 (0) 20 7614
(Corporate Finance) 5900
For trade and pharma media enquiries, please contact
Vane Percy & Roberts
+44 (0) 1737 821
Simon Vane Percy 890
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
MSCBMBFTMBATMRL
(END) Dow Jones Newswires
November 20, 2019 02:30 ET (07:30 GMT)
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