TIDMROQ
RNS Number : 7509S
Roquefort Investments PLC
18 November 2021
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE
REPUBLIC OF SOUTH AFRICA, ANY MEMBER STATE OF THE EEA (OTHER THAN
THE UNITED KINGDOM) OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT
JURISDICTION
18 November 2021
Roquefort Investments plc
("Roquefort Investments" or the "Company")
Proposed Acquisition of Lyramid Pty Limited
Proposed Placing of up to 30,000,000 Ordinary Shares of GBP0.01
each at GBP0.10 per Ordinary Share
Proposed Change of Name
Roquefort Investments plc ( LSE:ROQ ), the investment company
established to acquire businesses focused on early-stage
opportunities in the medical biotechnology sector , is pleased to
announce that further to the announcement of 29 September 2021, the
Company has now entered into a conditional share sale and purchase
agreement (the "Acquisition Agreement") with Provelmare Holding
S.A. (the "Seller") pursuant to which Roquefort Investments has
agreed to acquire the entire issued share capital of Lyramid Pty
Limited ("Lyramid") for an initial consideration of GBP1 million
payable 50% in cash and 50% in shares (the "Acquisition").
Lyramid has the exclusive worldwide licence to commercialise up
to 37 patents related to Midkine-based therapies for the treatment
of COVID-19 patients, cancer, autoimmune disorders and chronic
inflammation ("Midkine-Based Therapies").
The Directors of Roquefort Investments consider the Acquisition
to represent a transformational, value enhancing transaction for
shareholders, which is fully aligned with the Company's growth
strategy. Lyramid's global patent portfolio for Midkine-Based
Therapies provides a platform to develop first-in-class drugs for
the treatment of severe inflammatory diseases, autoimmune disorders
and cancer. The therapeutic potential of Midkine-Based Therapies
has been validated during more than 10 years of research including
collaborations with leading academic centres and clinicians
resulting in over 900 scientific publications.
Roquefort Investments also proposes to carry out a Placing of
new Ordinary Shares to raise funds of up to GBP3 million (before
expenses) to finance the cash component of the consideration for
the Acquisition, pre-clinical drug development and working capital.
As such, the Acquisition is conditional, inter alia, on a
successful Placing.
The Company will shortly be circulating a notice of general
meeting to shareholders to seek shareholder approval inter alia for
the issue of new Ordinary Shares in connection with the Acquisition
and the Placing and to change the name of the Company to Roquefort
Therapeutics plc.
Should the Acquisition complete, it will constitute a Reverse
Takeover under the Listing Rules and accordingly the Company will
apply for the re-admission of its shares to the Official List and
the Main Market of the London Stock Exchange. The Company's shares
remain suspended from trading pending the publication of a
prospectus prepared in accordance with the Prospectus Regulation
Rules of the FCA and approved by the FCA, or an announcement that
the Acquisition is not proceeding.
Key Highlights
-- Acquiring 100% of Lyramid Pty Limited for Initial Consideration of GBP1 million
o Lyramid is developing first-in-class drugs for the treatment
of COVID-19 patients, cancer, chronic inflammatory and autoimmune
disorders
o Licence holder of the largest global IP portfolio on
Midkine
-- Novel Disease Target
o Potential to exploit the broad therapeutic potential of
Midkine for a number of clinical indications of unmet needs
-- Developing first in class oligonucleotide drugs
o IP portfolio provides a platform to develop first-in-class
drugs for the treatment of COVID-19 patients, cancer, autoimmune
disorders and inflammatory diseases
-- Extensive Validation by Lyramid
o Therapeutic potential of Midkine blocking drugs validated
during more than 10 years of research including collaborations with
leading academic centres and clinicians resulting in over 1,000
scientific publications
Further announcements will be made in due course, as
appropriate.
Stephen West, Executive Chairman, commented:
"I am delighted to announce that we have completed the very
important step of signing the Sale and Purchase Agreement for the
acquisition of Lyramid. We have commenced marketing to potential
investors to fund the acquisition and the very exciting
pre-clinical drug development programme of Lyramid, with very
encouraging
results, and we look forward to completing this Acquisition and re-listing our shares.
The teams at Roquefort Investments and Lyramid believe the
Midkine global IP portfolio has significant unrealised value that
can be unlocked through pre-clinical drug development utilising
oligonucleotide drugs. Due to recent progress in oligonucleotide
drug development (for example, mRNA used in Pfizer and Moderna
COVID-19 vaccines) there is an opportunity to progress the
pre-clinical drug development stage rapidly and at a significantly
lower cost than historical traditional methods.
We look forward to updating the market further in due
course."
Enquiries:
Roquefort Investments plc
+44 (0)20 3290
Stephen West (Chairman) 9339
Optiva Securities Limited (Broker)
+44 (0) 20 3411
Christian Dennis 1881
For further information, please visit www.roquefortinvest.com
and @roquefortinvest on Twitter.
LEI: 254900P4SISIWOR9RH34
This announcement contains inside information for the purposes
of Article 7 of the Market Abuse Regulation (EU) No 596/2014
("MAR"). Upon the publication of this announcement via Regulatory
Information Service, this inside information is now considered to
be in the public domain.
DISCLAIMER
Optiva Securities Limited ("Optiva"), which is authorised and
regulated in the United Kingdom by the Financial Conduct Authority,
is acting as broker to the Company in relation to the Placing.
Persons receiving this announcement should note that Optiva will
not be responsible to anyone other than the Company for providing
the protections afforded to its clients or for advising any other
person on the arrangements described in this announcement. Optiva
has not authorised the contents of, or any part of, this
announcement and no liability whatsoever is accepted by it for the
accuracy of any information or opinion contained in this
announcement or for the omission of any information.
This announcement includes statements that are, or may be deemed
to be, "forward-looking statements". These forward-looking
statements can be identified by the use of forward-looking
terminology, including the terms "believes", "estimates", "plans",
"anticipates", "targets", "aims", "continues", "expects",
"intends", "hopes", "may", "will", "would", "could" or "should" or,
in each case, their negative or other variations or comparable
terminology. These forward-looking statements include matters that
are not facts. They appear in a number of places throughout this
announcement and include statements regarding the Directors'
beliefs or current expectations concerning, amongst other things,
the amount of capital which will be returned by the Company and the
taxation of such amounts in the hands of Shareholders. By their
nature, forward-looking statements involve risk and uncertainty
because they relate to future events and circumstances. Investors
should not place undue reliance on forward-looking statements,
which speak only as of the date of this announcement.
The information given in this announcement and the
forward-looking statements speak only as at the date of this
announcement. The Company, Optiva and their respective affiliates
expressly disclaim any obligation or undertaking to update, review
or revise any forward-looking statement contained in this
announcement to reflect actual results or any change in the
assumptions, conditions or circumstances on which any such
statements are based unless required to do so by the Financial
Services and Markets Act 2000, the Listing Rules, the Prospectus
Regulation Rules or other applicable laws, regulations or
rules.
The Existing Ordinary Shares and the New Ordinary Shares have
not, nor will they be, registered under the US Securities Act of
1933, as amended (the "US Securities Act") or with any securities
regulatory authority of any state or other jurisdiction of the
United States or under the applicable securities laws of Australia,
Canada, Japan or the Republic of South Africa. The Existing
Ordinary Shares and the New Ordinary Shares to be issued by the
Company may not be offered or sold directly or indirectly in or
into the United States unless registered under the US Securities
Act or offered in a transaction exempt from or not subject to the
registration requirements of the US Securities Act or subject to
certain exceptions, into Australia, Canada, Japan or the Republic
of South Africa or to, or for the account or benefit of, any
national, resident or citizen of Australia, Canada, Japan or the
Republic of South Africa. The Company has not been, and will not
be, registered under the US Investment Company Act of 1940, as
amended.
The distribution of this announcement may be restricted by law
in certain jurisdictions and persons into whose possession any
document or other information referred to herein comes should
inform themselves about and observe any such restriction. Any
failure to comply with these restrictions may constitute a
violation of the securities laws of any such jurisdiction.
The value of shares and the income from them is not guaranteed
and can fall as well as rise due to stock market and currency
movements. When you sell your investment you may get back less than
you originally invested. All of the value of an investor's
investment in the Company will be at risk. Past performance is not
a guide to future performance and the information in this circular
or any documents relating to the matters described in it cannot be
relied upon as a guide to future performance. Persons needing
advice should contact a professional adviser.
INTRODUCTION
Background to and reasons for the Acquisition
The Company was formed to pursue opportunities to acquire
medical biotechnology businesses that are early stage in the
medical sector. The Company considers businesses that are in the
"research" or "pre-clinical development" stages to be early stage.
Since the Company's IPO on the standard list of the London Stock
Exchange on 22 March 2021, the Company's initial focus has been on
acquiring early stage businesses in the medical biotechnology
sector including (but not limited to) drug and vaccine development,
diagnostics, immuno-therapy and cell and gene therapies.
Lyramid is the exclusive licensee of 36 registered patents and
one application covering composition of matter and method of use
patents for Midkine inhibitors. Midkine is a novel therapeutic
target that provides a platform for drug development to treat
numerous diseases including severe inflammatory diseases (including
COVID-19), autoimmune disorders and cancer.
After careful consideration by the Board, it was unanimously
decided to proceed with the Acquisition. Upon success, the Board
considers the Lyramid opportunity aligned with its investment
strategy and to offer the best chance of providing Shareholders
with an attractive total return achieved primarily through capital
appreciation.
The key reasons for the decision to proceed with the Acquisition
are as follows:
-- Lyramid holds a licenced portfolio of patents for an exciting
novel therapeutic target, Midkine, that provides a platform for
drug development to treat numerous diseases;
-- Lyramid has completed extensive research studies
demonstrating that the blocking of Midkine promotes a positive
response from cells when fighting various diseases including severe
inflammatory diseases, autoimmune disorders and cancer;
-- the research studies have also shown that Midkine is involved
in various lung diseases and multi-organ failure, as well as
impacting on a key molecule required for entry of SARS-CoV-2 virus
into lung cells. Therefore, targeting Midkine may be beneficial for
preventing SARS-CoV-2 infection and the devastating symptoms of
acute and long COVID-19;
-- the Company will be acquiring over 10 years of research and
will benefit from approximately A$40 million of investment into
Midkine research;
-- Lyramid is now entering into the pre-clinical stage of
antisense oligonucleotide drug development to block Midkine;
-- due to recent progress in oligonucleotide drug development
(for example, mRNA used in Pfizer and Moderna COVID-19 vaccines)
there is an opportunity to progress the pre-clinical drug
development stage faster and at a lower cost than small molecule
drugs or therapeutic antibodies; and
-- upon proof of efficacy during the pre-clinical stage, Midkine
blocking drugs to treat SARS-CoV-2 infection and COVID-19 may be
fast-tracked into clinical trials for accelerated approval by
regulators.
History of Lyramid
Lyramid is a private company, incorporated and domiciled in
Australia, which was originally formed in February 2016 to
commercialise the intellectual property owned by its former parent
company, Cellmid Limited ("Cellmid"), around the novel therapeutic
target, Midkine. Midkine is an embryonic growth factor discovered
by Professors Takashi Muramatsu and Kenji Kadomatsu at Nagoya
University, Japan in 1988. The intellectual property associated
with the discovery was acquired by Cell Signals Inc., a Japanese
biotechnology company in 2001 and funded by venture capital
investment until 2008. Cell Signals uncovered basic aspects of
Midkine biology and developed antibodies targeting Midkine, which
have become the subject of an extensive, global patent
portfolio.
In 2008 Cellmid acquired all of the intellectual property
pertaining to Midkine from Cell Signals Inc. for a consideration
amount of A$3.5 million, including patents, know-how and methods
for the detection of Midkine in blood and other tissues. Cellmid
has since, through its own research programs and with
collaborators, developed a large patent portfolio and knowledge
base around Midkine, its inhibitors and its potential to be
targeted for a number of therapeutic indications.
The composition of matter patents acquired from Cell Signals
Inc., covered antibodies that bind to different regions of the
Midkine protein and inhibit its action as well as antisense
oligonucleotides that blocked Midkine expression. The method of use
patents covered the use of these reagents in different disease
settings including chronic inflammatory diseases, autoimmune
disorders, vascular occlusive diseases and cancer.
Lyramid has an exclusive global licence to all Midkine related
intellectual property owned by Cellmid pursuant to a licence
agreement. The license has the term of patent life plus five years
and cannot be terminated except for material breach.
After completing extensive scientific work with encouraging
results during the research phase, Lyramid is now moving into the
pre-clinical stage of drug development.
In April 2021 Lyramid was acquired by Provelmare Holding SA with
the view to providing the interim funding required to continue with
the Midkine drug development programme whilst a more suitable buyer
with longer term funding was identified.
Strategy for Lyramid
During the research stage, Lyramid obtained extensive
pre-clinical data sets and a licence to the relevant patents in
relation to its Midkine antibodies. Lyramid is now moving into the
pre-clinical stage of developing antisense oligonucleotide drugs to
inhibit Midkine. The advantages of oligonucleotide-based drugs in
clinical deployment include low cost and scalability of
manufacture, well-defined safety profile and pharmacokinetics, as
well as targeted biodistribution to specific organs with
appropriate chemical modifications and delivery vehicles for
nucleic acids. The oligonucleotide drugs are expected to be novel
and form the basis of new patents, adding value to Lyramid's
intellectual property portfolio.
Lyramid's preclinical antisense oligonucleotide programme is
expected to deliver new, patented drugs, which will be further
validated in preclinical models of cancer, autoimmune disorders,
chronic inflammatory diseases, and SARS-CoV-2 infection, including
acute symptoms of COVID-19 and long COVID. Relative to biologic
drugs, such as antibodies, oligonucleotide drugs are expected to
have a more rapid path to the clinic representing earlier potential
value inflection for Lyramid.
Lyramid will initially focus on disease indications that allow
accelerated entry into clinical trials, especially with the
EUA/CTAP programs run by the EMA and FDA for COVID-19 treatments.
In view of the multiple other disease settings that Midkine impacts
on, the Board believes that there is considerable scope for
adapting Midkine oligonucleotides for broad clinical application in
areas of high unmet needs and major global markets.
Lyramid intends to develop its oligonucleotide, and potentially
antibody, drugs through preclinical and early clinical development.
It will consider licensing of these drugs in the various
indications at either IND (investigational new drug) application or
clinical proof of concept (post phase 2 clinical studies) stages
with the objective of delivering value to shareholders.
KEY TERMS OF THE ACQUISITION
Pursuant to the Acquisition Agreement, the Company has
conditionally agreed to acquire the entire issued share capital of
Lyramid.
The consideration for the entire issued share capital will
consist of: (i) payment of GBP500,000 in cash (subject to
adjustment for working capital); (ii) the issue of the Initial
Consideration Shares to the Seller; and (iii) contingent deferred
consideration (if any is due) to be satisfied in the form of
Deferred Consideration Shares, as follows:
-- if prior to the fifth anniversary of Admission, the Company's
market capitalisation exceeds GBP25,000,000 for a period of 5 or
more consecutive trading days the Company shall issue to the Seller
5,000,000 Deferred Consideration Shares; and
-- if prior to the fifth anniversary of Admission the Company's
market capitalisation exceeds GBP50,000,000 for a period of 5 or
more consecutive trading days the Company shall issue to the Seller
(or its nominee) a further 5,000,000 Deferred Consideration
Shares.
The Initial Consideration Shares to be issued pursuant to the
Acquisition will be credited as fully paid and rank pari passu in
all respects with the Existing Ordinary Shares in issue including
the right to receive all future dividends or other distributions
declared, made or paid after the date of issue. The Initial
Consideration Shares (assuming the full number of 30,000,000
Placing Shares are subscribed) will represent approximately 6.9% of
the Enlarged Issued Share Capital. The Consideration Shares
(assuming the full number of 30,000,000 Placing Shares are
subscribed and that no other new Ordinary Shares are allotted) will
represent approximately 18.3% of the Enlarged Issued Share
Capital.
The Acquisition Agreement may be terminated by the Company in
certain customary limited circumstances, including where the
Company becomes aware of a material breach of warranty or material
breach of interim covenant prior to Admission. The agreement
contains customary warranties and indemnities relating to Lyramid
and its business and assets, given by the Seller in relation to
general and operational warranties and a customary tax covenant in
favour of the Company. Claims under the Acquisition Agreement are
subject to certain financial, time and other limitations.
Conditions of the Acquisition
Completion of the Acquisition is conditional, inter alia,
upon:
-- approval by the FCA, and the publication, of a Prospectus
relating to the issue of the Consideration and Placing Shares;
-- the passing of the Resolutions at the General Meeting;
-- the Initial Consideration Shares and the Placing Shares
having been issued and allotted unconditionally subject only to
their Admission;
-- there having occurred in the period between the signing date
and Completion no material breach of any of the Seller's interim
covenants in the Acquisition Agreement, no material breach of
warranties and no material adverse change in relation to Lyramid;
and
-- Admission.
If the conditions are not satisfied or waived (if capable of
waiver) on or before the 28 February 2022 (or such later date as
the Company and the Seller may agree), the Acquisition Agreement
will terminate and cease to be of any effect save for certain
customary surviving provisions.
Lock-in undertaking
Pursuant to the Acquisition Agreement, the Seller shall also
enter into a lock-in agreement with the Company conditionally on
Admission on standard terms. Under the lock-in agreement, the
Seller will agree that it will not, without the consent of the
Company, dispose of the legal or beneficial interest in the Initial
Consideration Shares or grant a right or charge over such Shares
for a period of 6 months from Admission in relation to all of the
Consideration Shares and for a further period of 6 months in
relation to 50% of the Consideration Shares.
PROPOSED PLACING
In conjunction with the Acquisition and subject to Admission,
the Company proposes to issue up to 30,000,000 Placing Shares to
existing and other institutional shareholders at the Placing Price
of GBP0.10 per share.
Assuming all the Placing Shares are taken up, the Placing is
expected to raise approximately GBP3,000,000 before expenses.
The proceeds of the Placing will be used to finance the cash
component of the consideration for the Acquisition, for
pre-clinical drug development and for working capital .
The Company has engaged Optiva to act as the Company's placing
agent and adviser for the purposes of the Placing . The Placing
will not be underwritten. The Placing will be conditional, inter
alia, on:
-- the Acquisition Agreement becoming unconditional in all respects save for Admission;
-- approval by the FCA of the Prospectus and the publication of the Prospectus;
-- the Resolutions being passed at the General Meeting; and
-- Admission occurring no later than 8:00 a.m. on 28 February 2022.
The Placing Shares (assuming the full number of 30,000,000
Placing Shares are taken up) will represent approximately 41.7% of
the Enlarged Issued Share Capital.
The Placing Price of GBP0.10 represents a discount of 20% to the
Company's mid-market closing price as at 28 September 2021, being
the last date on which the Company's shares were traded prior to
the suspension.
PROPOSED CHANGE OF NAME
Upon completion of the Acquisition, it is proposed that the
Company will change its name to Roquefort Therapeutics plc. It is
expected that the change of name will become effective as soon as
practicable following Admission, upon the issue of a certificate of
incorporation on change of name by the Registrar of Companies. A
resolution to change the name of the Company will be included in
the Resolutions to be put to the General Meeting.
BOARD COMPOSITION
There are no proposals to change the composition of the Board in
connection with the Acquisition and Admission.
PROPOSED GRANT OF WARRANTS
In connection with the Acquisition, Placing and Admission, the
Company proposes to grant the following warrants on the following
terms, in each case conditionally on Admission:
-- 3,000,000 Completion Warrants proposed to be issued to
Stephen West or his nominee. Each Completion Warrant will entitle
Mr West or his nominee to subscribe for one new Ordinary Share at
GBP0.10 per share. The Completion Warrants will be exercisable
within 3 years from the date of Admission.
-- 4,500,000 Senior Management Warrants proposed to be issued to
the Directors and certain senior managers. Each Senior Management
Warrant will entitle the holder to subscribe for one new Ordinary
Share at GBP0.15 per share. In the case of each warrant holder, one
third of the Senior Management Warrants held by the warrant holder
will vest at the end of each year over a 3 year period from the
date of Admission.
-- Up to 1,800,000 broker warrants proposed to be issued to
Optiva in connection with the Placing to be based on 6% of the
aggregate value of the Ordinary Shares at the Placing Price issued
by the Company to placees introduced by Optiva in the Placing. Each
warrant will entitle Optiva to subscribe for one new Ordinary Share
at the Placing Price and will be exercisable within 3 years from
the date of Admission.
-- 175,000 advisor warrants to proposed to be issued to Orana in
connection with the Placing and Admission. Each warrant will
entitle Orana to subscribe for one new Ordinary Share at the
Placing Price and will be exercisable within 3 years from the date
of Admission.
SHAREHOLDINGS
Immediately following Admission, and assuming that no further
Ordinary Shares are issued prior to or upon Admission other than
the New Ordinary Shares, the shareholdings of the Directors will be
as follows:
Existing Directors Ordinary Shares % of issued % of Enlarged Share
share
capital Capital
Stephen West(*) 4,000,000 10.8% 5.6%
Mark Freeman - - -
Mark Rollins 4,000,000 10.8% 5.6%
Michael Stein - - -
(*) Shares all held by Cresthaven Investment Pty Ltd (ATF
the Bellini Trust) - an entity associated with Stephen
West.
In addition to the interest in shares of the Directors noted
above, and assuming that no further Ordinary Shares are issued
prior to or upon Admission other than the New Ordinary Shares, it
is expected that immediately following Admission, the following
persons will be interested in 3 per cent. or more of the Enlarged
Issued Share Capital:
Name Ordinary Shares % of issued % of Enlarged Share
share
capital Capital
Jane Whiddon 7,300,000 19.8% 10.2%
Provelmare SA 5,000,000 - 7.0%
If no further issue of Ordinary Shares takes place prior to or
upon Admission other than the New Ordinary Shares, it is not
expected that any other person will have an interest exceeding 3
per cent. of the Enlarged Issued Share Capital.
PROSPECTUS
In order to implement the Acquisition, the Placing and
Admission, the Company is required to have approved by the FCA and
to publish a Prospectus, prepared in accordance with the Prospectus
Regulation Rules, and setting out further information on the
Acquisition, the Placing and Admission and the Enlarged Group. The
Prospectus will be available at the Company's website:
www.roquefortinvest.com as soon as practicable following its
publication and a further announcement will be made in due
course.
GENERAL MEETING
Implementation of the Acquisition, the issue of Consideration
Shares, the Placing, the change of the Company's name and certain
related matters require the approval of Shareholders at a general
meeting of the Company. At the General Meeting resolutions to
approve the following are expected to be proposed:
-- To grant the directors general authority to allot the
Consideration Shares, the Placing Shares and the warrants referred
to in this announcement and a further authority to allot shares
calculated by reference to the Enlarged Issued Share Capital.
-- To disapply statutory pre-emption rights in connection with
the allotment of the Consideration Shares, the Placing Shares and
the warrants referred to in this announcement and a further
authority to allot shares calculated by reference to the Enlarged
Issued Share Capital.
-- To change the name of the Company to Roquefort Therapeutics plc.
A notice convening the General Meeting to approve the
Resolutions will be posted to Shareholders in due course.
DEFINITIONS
Acquisition the proposed acquisition by the
Company of the entire issued
share capital of Lyramid pursuant
to the terms of the Acquisition
Agreement;
Acquisition Agreement means the conditional agreement
dated 17 November 2021 made between
the Company and the Seller relating
to the Acquisition ;
Admission means the re-admission of the
Existing Ordinary Shares and
the admission of the New Ordinary
Shares to the Official List by
way of a Standard Listing and
to trading on the London Stock
Exchange's Main Market for listed
securities;
Company means Roquefort Investments plc,
a company incorporated in England
& Wales whose registered office
address is at Eccleston Yards,
25 Eccleston Place, London, England,
SW1W 9NF with company number
12819145;
Completion means completion of the Acquisition;
Completion Warrants means the 3,000,000 Warrants
proposed to be granted to Stephen
West or nominee to subscribe
for Ordinary Shares at GBP0.10
per Ordinary Share;
Consideration Shares means the Initial Consideration
Shares and the Deferred Consideration
Shares;
Deferred Consideration Shares means up to a maximum of 10,000,000
new Ordinary Shares to be issued
and allotted to the Seller pursuant
to the terms of the Acquisition
Agreement conditional on certain
events;
Directors, Board or Board of means the current directors of
Directors the Company or the board of directors
from time to time of the Company,
as the context requires, and
" Director " is to be construed
accordingly;
Enlarged Group means the Company and Lyramid;
Enlarged Issued Share Capital means the share capital of the
Company immediately following
the issue of the New Ordinary
Shares;
Existing Ordinary Shares means the 36,900,000 Ordinary
Shares of GBP0.01 each in issue
as at the date of this Document;
FCA means the UK Financial Conduct
Authority;
FSMA means the UK Financial Services
and Markets Act 2000, as amended;
GBP, pounds sterling or GBP means British pounds sterling;
General Meeting the general meeting of the Company
at which, inter alia, the Resolutions
will be proposed;
Initial Consideration Shares means the 5,000,000 new Ordinary
Shares to be issued to the Seller
at the Placing Price on as part
of the initial consideration
for the Acquisition;
Listing Rules means the listing rules made
by the FCA under section 73A
of FSMA as amended from time
to time;
London Stock Exchange means London Stock Exchange plc;
Lyramid means Lyramid Pty Limited;
Main Market means the main market for listed
securities of the London Stock
Exchange;
Market Abuse Regulation or MAR the UK version of the EU Market
Abuse Regulation (2014/596/EU)
(incorporated into UK law by
virtue of the EUWA) and the relevant
provisions of the EU Market Abuse
Regulation (2014/596/EU);
New Ordinary Shares means the Placing Shares and
the Initial Consideration Shares;
Official List means the official list maintained
by the FCA;
Optiva means Optiva Securities Limited,
the Company's placing agent and
adviser for the purposes of the
Placing;
Orana means Orana Corporate LLP, the
Company's adviser in connection
with the Admission;
Ordinary Shares means the ordinary shares of
GBP0.01 each in the capital of
the Company including, if the
context requires, the New Ordinary
Shares;
Placee any person that has conditionally
agreed to subscribe for Placing
Shares in the Placing;
Placing means the proposed placing of
the New Ordinary Shares by the
Company at the Placing Price,
conditional inter alia on Admission;
Placing Price means GBP0.10 per New Ordinary
Share;
Placing Shares means the 30,000,000 new Ordinary
Shares proposed to be issued
and allotted pursuant to the
Placing;
Prospectus means the prospectus relating
to the Acquisition, the Placing,
Admission and the Enlarged Group
;
Prospectus Regulation Rules the Prospectus Regulation Rules
made by the FCA under Part VI
of the FSMA;
Regulated Activities Order the Financial Services and Markets
Act 2000 (Regulated Activities)
Order 2001 (as amended)
Resolutions means the resolutions to be put
to the Shareholders at the General
Meeting;
Restricted Jurisdiction means the United States, Canada,
Japan, Australia and the Republic
of South Africa;
Reverse Takeover means a reverse takeover as defined
in the Listing Rules;
SEC means the U.S. Securities and
Exchange Commission;
Securities Act means the U.S. Securities Act
of 1933, as amended;
Seller means Provelmare Holding SA being
the seller of the entire share
capital of Lyramid pursuant to
the Acquisition Agreement;
Senior Management Warrants means the 4,500,000 Warrants
proposed to be granted to certain
Directors and senior managers
to subscribe for Ordinary Shares
at GBP0.15 per Ordinary Share;
Shareholders means the holders of Ordinary
Shares;
Standard Listing means a standard listing under
Chapter 14 of the Listing Rules;
UK Relevant Persons persons who (if they are in the
UK) are (i) persons having professional
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ACQFFEESWEFSEEF
(END) Dow Jones Newswires
November 18, 2021 02:00 ET (07:00 GMT)
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