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Tuesday 02 May, 2017

AIM

Sch 1 update - Onzima Ventures plc

RNS Number : 9464D
AIM
02 May 2017
 

ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM RULES")


COMPANY NAME:

Onzima Ventures plc (to be renamed N4 Pharma plc on Admission)

 

COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES) :

Registered Office Address:

6th Floor

60 Gracechurch Street

London

EC3V 0HR

 

From Admission, the Company's trading address will be:

Weston House

Bradgate Park View

Chellaston

Derbyshire

DE73 5UJ

 

COUNTRY OF INCORPORATION:

England and Wales

 

COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:

www.n4pharma.com (to go live on Admission)

 

COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING POLICY).  IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED:

Admission is sought as a result of a reverse take-over in accordance with AIM Rule 14.

 

Onzima Ventures plc (the "Company") is an investing company under Rule 15 of the AIM Rules for Companies. Trading on AIM in the Company's Ordinary Shares was suspended on 17 October 2016 as the Company had not made an acquisition or acquisitions which constituted a reverse takeover, or implemented its investing policy pursuant to Rule 15 of the AIM Rules for Companies.

 

On 17 January 2017, the Company announced that it had agreed in principle terms conditionally to acquire the 51 per cent. of the issued shares of N4 Pharma Limited ("N4 Pharma") which it does not already own for consideration to be satisfied by the issue of new ordinary shares ("the Acquisition"). The Company also announced that it intended at the same time to raise funds by way of a placing of new ordinary shares (the "Placing") to fund development of additional patented reformulations of a wider range of generic drugs, to undertake clinical trials for the Company's reformulation of sildenafil and for working capital purposes.

 

N4 Pharma is a specialist pharmaceutical company which reformulates existing drugs and vaccines to improve their performance. N4 Pharma's reformulation work falls under two divisions. First, generic, already commercialised, drugs, and second, delivery of novel and existing vaccines. N4 Pharma has identified a number of established drugs that its directors believe could be improved upon through its reformulation techniques. Its most advanced reformulation is for sildenafil, widely marketed as Viagra, where N4 Pharma is seeking to improve the speed at which the drug takes effect whilst also extending its duration of action. N4 Pharma's business model is to take reformulated drugs from its portfolio through to the stage where it will then seek to license the newly reformulated drugs to pharmaceutical companies to commercialise them. N4 Pharma's revenues should be derived from upfront milestone and royalty payments associated with the licence.

 

Since March 2016, when 49 per cent. of N4 Pharma was acquired by the Company, N4 Pharma has filed, in aggregate, 74 patent applications in the UK for the reformulation of various drugs and vaccines. N4 Pharma has also acquired exclusive rights from the University of Queensland to commercialise two patent applications for its vaccines division.

 

The Acquisition constitutes a reverse takeover pursuant to the AIM Rules and is therefore subject to, inter alia, the approval of the Company's shareholders.

 

The Company also proposes to carry out a share re-organisation through a consolidation followed by a subdivision of its Ordinary Shares. Following the reorganisation and prior to the issue of the consideration shares and the shares to be issued in the Placing, which is subject to approval by the Company's shareholders, the Company will have 45,489,200 ordinary shares of £0.004 each in issue. The number of consideration shares to be issued following the share reorganisation will be 9,102,200, of which 4,510,800 ordinary shares will be issued initially, balance to be issued subject to the mid-market price of the Company's shares exceeding 15p for 10 consecutive business days within two years from Admission.

On Admission, the Company is to be renamed N4 Pharma plc.

 

DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFER OF THE SECURITIES (i.e. where known, number and type of shares, nominal value and issue price to which it seeks admission and the number and type to be held as treasury shares):

Share capital immediately prior to Admission: 45,489,200 ordinary shares (post re-organisation)

 

At Admission:

 

71,714,285 ordinary shares of £0.004 each

 

22,711,103 warrants over ordinary shares

 

Issue Price: 7 pence

 

No restrictions on the transfer of securities

 

No ordinary shares will be held in treasury on Admission

 

CAPITAL TO BE RAISED ON ADMISSION (IF APPLICABLE) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:

Capital raised: £1.5 million

 

Anticipated market capitalisation on Admission: £5 million (at the issue price)

 

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

29.7%

 

DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM COMPANY HAS APPLIED OR AGREED TO HAVE ANY OF ITS SECURITIES (INCLUDING ITS AIM SECURITIES) ADMITTED OR TRADED:

None

 

FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the first name by which each is known or including any other name by which each is known):

Current Directors

Gavin John Burnell (Chief Executive Officer)

Luke Sebastian Cairns (Non-Executive Director)

Humayun Akhter Mughal (Non-Executive Director)

 

Proposed Directors on Admission

Nigel James Theobald (Chief Executive Officer)

Paul Charlton Titley (Executive Director)

David Templeton (Non-Executive Chairman)

Luke Sebastian Cairns (Non-Executive Director)

 

FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER ADMISSION (underlining the first name by which each is known or including any other name by which each is known):


Before Admission

After Admission


Number of Shares Held^

% of Issued Share Capital

Number of Shares Held

% of Issued Share Capital

Nigel James Theobald

29,893,963*

16.1%

12,198,577

17.0%

Beaufort Securities Limited

-

-

7,242,857

10.1%

Peel Hunt LLP

-

-

7,142,857

9.96%

Hargreaves Lansdown (Nominees) Limited

27,993,193

15.4%

6,998,298

9.8%

HSDL Nominees Limited

27,339,936

15.0%

6,834,984

9.5%

TD Direct Investing (Nominees) Europe Limited

17,121,524

9.4%

4,280,381

5.97%

Barclayshare Nominees Limited

11,953,194

6.6%

2,988,299

4.2%

AJ Bell Limited

11,499,052

6.3%

3,089,049

4.3%

Turner Pope Investments Limited

-

-

2,857,143

3.98%

Humayun Akhter Mughal

11,232,515

6.2%

2,808,129

3.9%

Midas Investment Management Limited

6,430,571

3.5%

2,800,501

3.9%

 

*Included in Nigel Theobald's holding is 687,225 ordinary shares held by his wife

^Shares are shown pre-share reorganisation

 

NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES:

N/A

 

(i)         ANTICIPATED ACCOUNTING REFERENCE DATE

(ii)        DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited interim financial information)

(iii)       DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND 19:

i)          31 December

ii)         31 December 2016

iii)         Interim results for the 6 months ended 30 June 2017 - 30 September 2017

iv)        Final results for the year ended 31 December 2017 - 30 June 2018

v)         Interim results for the year ended 30 June 2018 - 30 September 2018

EXPECTED ADMISSION DATE:

3 May 2017

 

NAME AND ADDRESS OF NOMINATED ADVISER:

Stockdale Securities Limited

Beaufort House

15 St. Botolph Street

London EC3A 7BB

 

NAME AND ADDRESS OF BROKER:

Stockdale Securities Limited

Beaufort House

15 St. Botolph Street

London EC3A 7BB

 

OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES:

A Copy of the Admission Document containing full details about the applicant and the Admission of its securities will be available on the Company's website at: www.n4pharma.com (from Admission)

 

DATE OF NOTIFICATION:

2 May 2017

 

NEW/ UPDATE:

Update

 


This information is provided by RNS
The company news service from the London Stock Exchange
 
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