Issue of new shares

RNS Number : 8826I

Venture Life Group PLC

05 June 2014

 



Venture Life Group plc

("Venture Life", the "Group", or the "Company")

Issue of new shares and

Director shareholding

Bracknell, UK - 5 June 2014: Venture Life Group plc (AIM: VLG), the international consumer self-care group focused on developing, manufacturing and commercialising products for the ageing population, announces that pursuant to the Purchase Agreement signed between the Company and the vendors of Biokosmes S.r.l ("the Vendors") on 28 November 2013 ("the Purchase Agreement"), the Company will be issuing 5,639,393 new Venture Life Group plc ordinary 0.3p shares ("Additional Consideration Shares") to the Vendors.

Under the terms of the Purchase Agreement, Additional Consideration Shares are payable to the Vendors in the event that the audited EBITDA* achieved by Biokosmes in the financial year ended 31 December 2013 exceeded €1.0 million.  On account of the audited EBITDA of Biokosmes in the financial year ended 31 December 2013 amounting to €1.944 million, a total of 5,639,393 Additional Consideration Shares are to be issued to the Vendors.

The total issued share capital of the Company will increase from 24,264,141 ordinary 0.3p shares to 29,903,534 ordinary 0.3p shares on issue of the Additional Consideration Shares. The total number of voting rights in the Company is therefore 29,903,534. 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, or a change to their interest in, the Company under the FCA's Disclosure and Transparency Rules.

One of the Vendors is Mr Gianluca Braguti, a Director and shareholder of the Group.  Mr Braguti will therefore be receiving 5,582,999 Additional Consideration Shares.  The new shares being issued to Mr Braguti will be subject to the Lock-up and Orderly Market Arrangements as described in paragraph 20 of Part I of the Company's Admission Document. The changes in Mr Braguti's shareholding is set out below: 

Current shareholding	% of issued share capital held	Additional Consideration Shares to be issued	Total number of new shares to be held	% of issued share capital to be held
1,344,603	5.5%	5,582,999	6,927,602	23.2%

The Additional Consideration Shares will be issued on Friday 6 June 2014 and application will be made for the shares to be admitted to trading on AIM from Wednesday 11 June 2014.

*Earnings before interest, tax, depreciation, amortisation and exceptional costs prepared under Italian GAAP.

- Ends -

For further information please contact:

Venture Life Group PLC

Jerry Randall, Chief Executive Officer

James Hunter, Chief Financial Officer                                   [phone]

WG Partners (Broker)          
Jonathan Gosling

Claes Spång                                                                           [phone]

Charles Stanley Securities (Nominated Adviser)  
Phil Davies                                                                              [phone]

Square1 Consulting

David Bick

Mark Longson                                                                         [phone]

JW Communications

Julia Wilson                                                                             [phone]

Notes to editors

About Venture Life

Venture Life is an international consumer self-care company focused on developing, manufacturing and commercializing products for the ageing population. The Group's product range and pipeline currently includes food supplements for lowering cholesterol and maintaining brain function, dermo-cosmetics for addressing the signs of ageing, and medical devices for improving minor aches and pains, dry eyes and itchy skin. The products, which typically are recommended by pharmacists or healthcare practitioners, are available primarily through pharmacies supplied by the Group's international distribution partners.

Through its manufacturing company, Biokosmes, the Group also provides development and manufacturing services to companies in the medical devices and cosmetic sectors.

The Group's own branded products are currently sold or partnered in over 40 countries and currently include:

             ·     food supplements to maintain brain function and memory;

             ·     dermo-cosmetics for addressing the signs of skin ageing and hair loss, and

             ·     medical devices for improving conditions such as minor aches and pains, dry eyes and itchy skin.

The Company has a healthy development pipeline including products in areas such as diabetes, cardiovascular health, obesity, cognitive function and skin ageing. Products coming from the pipeline will be expected to have intellectual property protection and be supported by independent clinical evidence of efficacy.

 

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