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Monday 07 January, 2019

AIM

Schedule One - Circassia Pharmaceuticals Plc

RNS Number : 2955M
AIM
07 January 2019
 

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:

 

Circassia Pharmaceuticals plc ("Circassia")

 

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

 

Registered office:

The Magdalen Centre,

Robert Robinson Avenue,

Oxford Science Park,

Oxford,

Oxfordshire,

England,

OX4 4GA

 

Trading address:

Northbrook House,

Robert Robinson Avenue,

Oxford Science Park,

Oxford,

Oxfordshire,

England,

OX4 4GA

 

COUNTRY OF INCORPORATION:

 

England and Wales

 

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

 

https://www.circassia.com

 

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:

 

Circassia (the "Company") is a specialty pharmaceutical company focused on respiratory disease. The Company's commercial organisation promotes its innovative asthma management products directly to specialist physicians in a number of key markets, and it markets the chronic obstructive pulmonary disease (COPD) product Tudorza® in the United States in collaboration with AstraZeneca. The Company is expanding its commercial platform in China, and is working to expand its product portfolio through in-licensing, partnering or acquisition.

 

The Company's market-leading NIOX® products are used by specialists around the world to aid asthma diagnosis and management. The Company sells NIOX® direct in the United States, United Kingdom and Germany, and it is strengthening its presence in China. The Company's NIOX® products are also supplied in many other countries through its international network of partners.

 

Circassia also has the US commercial rights to Duaklir®, for which a New Drug Application was submitted to the United States' Food and Drug Administration in Q2 2018.

 

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):

 

Number of ordinary shares of 0.08 pence each ("Ordinary Shares") for which Admission will be sought: 357,286,434

 

There are no restrictions as to the transferability of the Ordinary Shares.

 

No Ordinary Shares will be held in treasury on Admission.

 

CAPITAL TO BE RAISED ON ADMISSION (AND/OR SECONDARY OFFERING) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:

No capital to be raised on admission.

 

Anticipated market capitalisation on Admission: £179m (depending on the prevailing mid-market share price of the Company immediately prior to admission)

 

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

 

69.6%

 

DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM SECURITIES (OR OTHER SECURITIES OF THE COMPANY) ARE OR WILL BE ADMITTED OR TRADED:

 

N/A

 

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):

 

Dr Francesco Granata (Chairman)

Steven Charles Andrew Harris (Chief Executive Officer and co-founder)

Julien Fabrice Cotta  (Chief Financial Officer)

Dr Roderick Peter Hafner (Senior Vice President Research and Development)

Russell Cummings (Non-Executive Director)

Sharon Evelyn Curran (Independent Non-Executive Director)

Joanna Susan Le Couilliard (Independent 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):

 

Shareholder

% of Company pre-admission

% of Company post-admission

Invesco Asset Management

24.1

24.1

Woodford Investment Management

23.4

23.4

AstraZeneca plc

19.9

19.9

OppenheimerFunds Inc

7.8

7.8

Imperial Innovations Businesses LLP

7.4

7.4

Neptune Investment Management

6.1

6.1




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)  N/A existing issuer moving from official list

 

(iii) 30 June 2019 (annual accounts for the full year to 31 December 2018)

 

30 September 2019 (half yearly report for the six month period to 30 June 2019)

 

30 June 2020 (annual accounts for the full year to 31 December 2019)

 

EXPECTED ADMISSION DATE:

 

4 February 2019

 

NAME AND ADDRESS OF NOMINATED ADVISER:

 

Peel Hunt LLP

Moor House

120 London Wall

London

EC2Y 5ET

 

NAME AND ADDRESS OF BROKER:

 

Peel Hunt LLP

Moor House

120 London Wall

London

EC2Y 5ET

 

Numis Securities Limited

The London Stock Exchange Building

10 Paternoster Square

London

EC4M 7LT

 

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:

 

N/A - quoted applicant

 

THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO APPLY

 

QCA Corporate Governance Code

 

DATE OF NOTIFICATION:

 

7 January 2019

 

NEW/ UPDATE:

 

New

 

QUOTED APPLICANTS MUST ALSO COMPLETE THE FOLLOWING:


THE NAME OF THE AIM DESIGNATED MARKET UPON WHICH THE APPLICANT'S SECURITIES HAVE BEEN TRADED:

 

Premium segment of the FCA's Official List / Main Market of the London Stock Exchange.

 

THE DATE FROM WHICH THE APPLICANT'S SECURITIES HAVE BEEN SO TRADED:

 

18 March 2014

 

CONFIRMATION THAT, FOLLOWING DUE AND CAREFUL ENQUIRY, THE APPLICANT HAS ADHERED TO ANY LEGAL AND REGULATORY REQUIREMENTS INVOLVED IN HAVING ITS SECURITIES TRADED UPON SUCH A MARKET OR DETAILS OF WHERE THERE HAS BEEN ANY BREACH:

 

Circassia has adhered to the legal and regulatory requirements applicable to companies admitted to the Official List (premium segment) and the regulated market of the London Stock Exchange plc with the exception of Listing Rule 6.14 and Listing Rule 9.2.15.

 

The FCA requires listed issuers to maintain at least 25 per cent. of shares to be held in public hands. As at 31 May 2018, in so far as the Company was aware, the percentage of Ordinary Shares in public hands, as defined by the Listing Rules, stood at approximately 11.3 per cent. The Company undertook to the FCA that it would seek shareholder consent to move from the Premium List of the Main Market to AIM if it was unable to increase the percentage of Ordinary Shares in public hands to the required level within six months of 27 June 2018.

 

AN ADDRESS OR WEB-SITE ADDRESS WHERE ANY DOCUMENTS OR ANNOUNCEMENTS WHICH THE APPLICANT HAS MADE PUBLIC OVER THE LAST TWO YEARS (IN CONSEQUENCE OF HAVING ITS SECURITIES SO TRADED) ARE AVAILABLE:

 

https://www.circassia.com

 

DETAILS OF THE APPLICANT'S STRATEGY FOLLOWING ADMISSION INCLUDING, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING STRATEGY:

 

Circassia has three strategic objectives as part of its overarching ambition to become a leader in its field. The Company aims to build significant shareholder value by:

(i)   promoting its specialty products direct in key markets;

(ii)  building a broad portfolio of treatments; and

(iii) delivering pipeline products.

 

Circassia is seeking to further expand its portfolio through in-licensing, acquisition or partnering.

 

A DESCRIPTION OF ANY SIGNIFICANT CHANGE IN FINANCIAL OR TRADING POSITION OF THE APPLICANT, WHICH HAS OCCURRED SINCE THE END OF THE LAST FINANCIAL PERIOD FOR WHICH AUDITED STATEMENTS HAVE BEEN PUBLISHED:

 

Save as disclosed in the Company`s announcements issued on 27 September 2018, 11 December 2018 and 4 January 2019 there has been no significant change in the financial or trading position of the Company since 31 December 2017, being the end of the last financial period, for which audited statements have been published.

 

A STATEMENT THAT THE DIRECTORS OF THE APPLICANT HAVE NO REASON TO BELIEVE THAT THE WORKING CAPITAL AVAILABLE TO IT OR ITS GROUP WILL BE INSUFFICIENT FOR AT LEAST TWELVE MONTHS FROM THE DATE OF ITS ADMISSION:

 

The Directors of Circassia have no reason to believe that the working capital available to it or its Group will be insufficient for at least twelve months from the date of its admission.

 

DETAILS OF ANY LOCK-IN ARRANGEMENTS PURSUANT TO RULE 7 OF THE AIM RULES:

 

N/A

 

A BRIEF DESCRIPTION OF THE ARRANGEMENTS FOR SETTLING THE APPLICANT'S SECURITIES:

 

Settlement will be through the CREST system for uncertificated shares.  Shareholders can also deal based on share certificates.

 

A WEBSITE ADDRESS DETAILING THE RIGHTS ATTACHING TO THE APPLICANT'S SECURITIES:

 

https://www.circassia.com

 

INFORMATION EQUIVALENT TO THAT REQUIRED FOR AN ADMISSION DOCUMENT WHICH IS NOT CURRENTLY PUBLIC:

 

Please see the Appendix to this Schedule One announcement and the delisting circular which are available at https://www.circassia.com

 

A WEBSITE ADDRESS OF A PAGE CONTAINING THE APPLICANT'S LATEST ANNUAL REPORT AND ACCOUNTS WHICH MUST HAVE A FINANCIAL YEAR END NOT MORE THEN NINE MONTHS PRIOR TO ADMISSION AND INTERIM RESULTS WHERE APPLICABLE.  THE ACCOUNTS MUST BE PREPARED IN ACCORDANCE WITH ACCOUNTING STANDARDS PERMISSIBLE UNDER AIM RULE 19:

 

https://www.circassia.com

 

THE NUMBER OF EACH CLASS OF SECURITIES HELD IN TREASURY: 

 

None

 

 

 

 


This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact [email protected] or visit www.rns.com.
 
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