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Monday 18 April, 2016

AIM

Schedule One update - Fastnet Equity plc

RNS Number : 5357V
AIM
18 April 2016
 

 

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:

 

FASTNET EQUITY PLC TO BE RENAMED AMRYT PHARMA PLC

 

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

 

Ivybridge House

1 Adam Street

London WC2N 6LE

 

COUNTRY OF INCORPORATION:

 

England and Wales

 

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

 

www.fastnetequity.com to become www.amrytpharma.com following 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:

 

The Company has since 28 August 2015, been classified as an investing company under Rule 15 of the AIM Rules for Companies ("AIM Rules"). On 30 March 2016 the Company entered into a conditional agreement to acquire the entire issued share capital of Amryt Pharmaceuticals Designated Activity Company ("Amryt") for consideration of £29.6 million to be satisfied by the issue of 123,495,096 consideration shares. In addition, the Company is proposing to raise £10.0 million (before expenses) through a conditional placing of 41,673,402 new ordinary shares (following a capital reorganisation) at 24 pence per new ordinary share ("Placing Price").

 

Amryt was incorporated in August 2015 as a platform to acquire, build, develop and subsequently monetise a pipeline of patent protected, commercially attractive, proprietary drug candidates targeting best in class performance chosen to meet the orphan drug designation criteria. Since incorporation, Amryt has received investment totalling €2.0 million to finance due diligence on potential target businesses and as working capital. In line with its strategy, Amryt has entered into agreements, conditional, inter alia, on admission, to acquire the entire issued share capital of each of Birken AG, SomPharmaceuticals S.A and Somtherapeutics, Corp. Birken is a revenue generating pharmaceutical development and manufacturing company based in Germany.

 

The main country of operations will be Ireland.

 

The acquisition of Amryt constitutes a reverse takeover under the AIM Rules and ESM Rules. As a consequence, the current directors are seeking shareholder approval for the proposals at a general meeting.

 

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):

 

208,339,631  ordinary shares of 1.0p each ("Ordinary Shares") at a placing price of 24p per Ordinary Share

 

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

 

Placing of 41,673,402 Ordinary Shares at 24p per Ordinary Share to raise £10.0 million

 

Approximate market capitalisation of £50.0 million on admission at the Placing Price

 

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

 

62.6%

 

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:

 

The Enterprise Securities Market, a market regulated by the Irish Stock Exchange

 

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):

 

Existing Board

Cathal Martin Friel                             Non-executive Chairman

John Michael Edelson                        Non-executive Director

Michael Henry Nolan                         Non-executive Director

Harry Thomas Stratford                     Non-executive Director

 

New Board (from Admission)

Harry Thomas Stratford                     Non-executive Chairman

Joseph (Joe) Amrit Wiley                    CEO

Rory Peter Nealon                               CFO/COO

Ray Thomas Stafford                          Non-executive Director

Anthony James Culverwell                 Non-executive Director

Cathal Martin Friel                             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):

 

Significant Shareholders


Prior to Re-Admission1



On Re-Admission

 

Shareholder

Number of Existing Ordinary Shares

Percentage of existing share capital

Number of Consideration Shares

Number of Placing Shares

Total Number of New Ordinary Shares

Percentage of Enlarged Share Capital

Software AG-Stiftung

NIL

NIL

36,937,234

6,608,333

43,545,567

20.90%

Cathal Friel2

39,751,525

11.51%

28,108,407

NIL

33,077,347

15.88%

Joseph Wiley

NIL

NIL

20,442,478

330,417

20,772,895

9.97%

Axa Framlington Investment

Managers

NIL

NIL

NIL

20,625,000

20,625,000

9.90%

Rory Nealon

NIL

NIL

8,130,531

1,312,500

9,443,031

4.53%

Alan Harris

NIL

NIL

8,869,090

NIL

8,869,090

4.26%

Hargreaves Lansdown Stockbrokers

34,969,794

10.13%

NIL

NIL

4,371,224

2.10%

Dolmen Stockbrokers

26,531,455

7.68%

NIL

NIL

3,316,432

1.59%

TD Waterhouse Stockbrokers

22,301,580

6.46%

NIL

NIL

2,787,698

1.34%

Barclays Personal Investment Management

16,251,910

4.71%

NIL

NIL

2,031,489

0.98%

Halifax Share Dealing

14,912,563

4.32%

NIL

NIL

1,864,070

0.89%

Davycrest Nominees Ltd

10,734,826

3.11%

NIL

NIL

1,341,853

0.64%

Notes:

1.        As at the last register analysis undertaken dated 1 February 2016

2.        Cathal Friel's interest in the Existing Ordinary Shares in the Company includes 36,418,331 Existing Ordinary Shares held by Raglan Capital and 3,333,194 held in his own name. On Admission Cathal Friel's interest in the New Ordinary Shares in the Company will consist of 32,660,698 New Ordinary Shares held by Raglan Capital and 416,649 New Ordinary Shares held in his own name. Raglan Capital is a company which is owned by Cathal Friel and his wife Pamela Iyer.

 

As part of the transaction the Company will be undertaking a capital reorganisation such that each holding of every eight or more Existing Ordinary Shares will be consolidated into one New Ordinary Share and one Deferred Share.

 

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)   30 September 2015

(iii) As follows

a)    By 30 June 2016 - publication of audited final results for the 9 month period ending 31 December 2015

b)    By 30 September 2016 - publication of unaudited interim results for the 6 month period ending 30 June 2016

c)     By 30 June 2017 - publication of audited final results for the 12 month period ending 31 December 2016

 

EXPECTED ADMISSION DATE:

 

19 April 2016

 

NAME AND ADDRESS OF NOMINATED ADVISER:

 

Shore Capital and Corporate Limited

Bond Street House

14 Clifford Street

London W1S 4JU

 

NAME AND ADDRESS OF BROKER:

 

Shore Capital Stockbrokers Limited

Bond Street House

14 Clifford Street

London W1S 4JU

 

J & E Davy,

Davy House,

49 Dawson Street,

Dublin 2,

Ireland

 

Stifel Nicolaus Europe Limited,

150 Cheapside,

London EC2V 6ET

 

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:

 

Copies of the admission document will be available to the public, free of charge, at the registered office of the Company at 1 Adam Street, London WC2N 6LE (telephone number +44 (0) 20 3411 5730) during normal business hours on any weekday (Saturdays and public holidays excepted) for a period of one month from the date of Admission.

 

This document is also available on the Company's website at www.fastnetequity.com and subsequently www.amrytpharma.com

 

DATE OF NOTIFICATION:

 

18 April 2016

 

NEW/ UPDATE:

 

UPDATE

 

 

 

 


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