Completion of Strategic Review
02 Junio 2009 - 4:13AM
UK Regulatory
TIDMNIM
RNS Number : 1887T
Norwood Immunology Ld
02 June 2009
FOR IMMEDIATE RELEASE 2 June 2009
Norwood Immunology Limited
Completion of Strategic Review
De-Listing, Equal Access Buy-Back and Streamlining of Operations
Norwood Immunology Limited ('Norwood Immunology', 'the Company' or 'the Group')
(AIM:NIM), the Group with technologies in the fields of the rejuvenation of the
immune system and stem cell therapies, today announces the key conclusions and
proposals arising from its strategic review of the business.
As announced on 20 May 2009 in the Group's interim results for the six months
ended 31 December 2008, following the sale of Bestewil Holding BV (the holding
company for the Group's virosomal vaccine business) the Board informed
shareholders that it would be completing a strategic review concerning the
future of the remaining business.
The Board has discussed the future of the Company with its AIM NOMAD, as well as
with a number of major shareholders. Shareholders collectively holding in excess
of the majority of the share capital expressed a strong desire to (a) have a
significant proportion of the cash consideration received from the completion of
the sale of Virosome Biologicals returned to them as soon as possible; (b) that
the Board should consider carefully the merits of pursuing the Company's
remaining projects (in particular the "thymus" project, which represents the
core technology of the Company; and (c) that there should be a significant
reduction in the costs of the Company's operation in the future. The Board both
understands and respects the views of shareholders and, accordingly, as an
immediate measure a special interim dividend of 1p per share was declared and
paid on 8 May 2009. The cash cost to the Company of this dividend was
approximately GBP2.3 million.
The key proposals and conclusions arising from the strategic review and details
of certain specific proposals requiring shareholder approval at an EGM to be
called for the purpose are detailed below:
Streamlining of Operations
The Board have concluded in the light of its strategic review to:
* cease further expenditure on the thymus project except where pre-existing
contractual commitments exist for the finalisation of data analysis in the
Company's US clinical trials; this will mean abandonment of existing IP claims
and patent applications.
* terminate research and development contracts with Monash University (where the
thymus project R&D is undertaken). The only remaining commitment after 30 June
2009 will be A$187,500, being the remaining commitment under the contract for
the jointly funded programme with the Australian Stem Cell Centre which expires
on 31 March 2010.
* make a modest (and capped) investment into the Group's veterinary stem cell
project.
* following the EGM to terminate the current employment, consultancy and services
contracts of the Company's directors, employees and consultants, giving the
required 3 months notice where the Company is legally required to do so and then
re-engage the existing directors on significantly reduced compensation terms, so
as to comply with Australian company law director-number requirements and enable
the process of rationalisation to be carried through.
* seek to maximise future returns to shareholders through future receipts arising
from the sale of Virosome Biologicals to Mymetics Corporation, including
realisation of loan notes, exercise where appropriate of share options and
receipt of contingent milestones and royalties. Details of the Mymetics offer
were contained in the EGM Notice relating to the approval of the disposal.
* the Board is proposing a De-Listing from AIM and an equal access share buy-back
scheme, both of which will require shareholder approval at the EGM and are
described in the remainder of this announcement.
De-Listing
The Board has also concluded that it would be in the best interests of the
Company to cancel quotation of the Company's shares on AIM. The Board believes
that the costs and regulatory requirements associated with maintaining the
Company's listing are a significant burden on the Company's financial resources.
These costs include fees paid to the Company's brokers and Registrars, annual
fees paid to the London Stock Exchange, costs relating to public announcements,
fees and expenses of directors and fees and expenses of accountants and lawyers
engaged to provide services in connection with the Ordinary Shares being quoted
to AIM.
Proposed Off Market Share Buy-Back
The Board will be recommending an equal access off market share Buy-Back offer.
The size of such offer is expected to be in the region of 0.25p per Ordinary
Share, but the final amount is dependent both on approval of the Scheme at EGM
and, given the Company's limited cash resources following the payment of the
special dividend, the number of shareholders offering their shares for buy-back.
shareholders will not have to offer their shares for Buy-Back if they do not
wish to do so.
Extraordinary General Meeting
The Buy-Back and De-Listing proposals require shareholder approval at an EGM
called for such purpose. The Notice of EGM and the necessary and complex legal
documentation required to seek approval , and then effect, the Board's proposals
is in the process of preparation. Timing of the announcement and posting of the
EGM notice is dependent on legal and regulatory advice and the process in both
the UK and Australia, but it is expected that this will be available during June
2009. This would then give rise to an EGM by the end of July and implementation
of the EGM proposals in August 2009.
Enquiries:
+---------------------------------------+---------------------------------------+
| Norwood Immunology | +44 (0) 7860 295153 |
+---------------------------------------+---------------------------------------+
| Richard Williams, Chief Executive | |
| Officer | |
+---------------------------------------+---------------------------------------+
| | |
+---------------------------------------+---------------------------------------+
| KBC Peel Hunt Ltd (NOMAD & Broker) | +44 (0) 20 7418 8900 |
+---------------------------------------+---------------------------------------+
| Capel Irwin | |
+---------------------------------------+---------------------------------------+
| David Anderson | |
+---------------------------------------+---------------------------------------+
This information is provided by RNS
The company news service from the London Stock Exchange
END
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