Venn Life Sciences Holdings PLC Integumen Debt Conversion (7356X)
01 May 2019 - 8:00PM
UK Regulatory
TIDMVENN
RNS Number : 7356X
Venn Life Sciences Holdings PLC
01 May 2019
1 May 2019
Venn Life Sciences Holdings Plc
("Venn" or the "Company")
Integumen plc ("Integumen") Debt Conversion - Related Party
Transaction
Venn Life Sciences, an Integrated Drug Development Partner
offering a combination of drug development expertise and clinical
trial design and management to pharmaceutical, biotechnology and
medical device organisations, announces, that following the
approval of Integumen shareholders and under the terms of the Venn
Debt Conversion Agreement the debt of GBP421,000 owed by Integumen,
has been converted into 30,071,428 new Integumen ordinary shares at
a price of 1.4 pence, conditional upon admission.
Separate to this conversion, Venn has sold 42,244,682 ordinary
shares for a total consideration of EUR575,000. Following Admission
of the conversion shares referred to above, Venn will hold
30,071,428 ordinary shares.
Venn has agreed that any disposal of Integumen ordinary shares
held by them for the two years following Admission will be effected
through Integumens broker so as to ensure an orderly market in the
ordinary shares.
The debt conversion is a related party transaction for the
purposes of Rule 13 of the AIM Rules for companies. As Tony
Richardson is Integumens Chairman, the Chief Executive of Venn, and
therefore is not considered to be independent for the purposes of
considering and negotiating the Venn Debt Conversion Agreement. The
Directors (other than Tony Richardson) consider, having consulted
with Arden Partners plc, the Company's nominated adviser, that the
terms of the Venn Debt Conversion Agreement and conversion by Venn
are fair and reasonable in so far as its Shareholders are
concerned.
Enquiries:
Venn Life Sciences Holdings plc Tel: +353 1 5499 341
Tony Richardson, Chief Executive Officer
Arden Partners plc Tel: +44 (0)2076145900
John Llewellyn-Lloyd, Ruari McGirr, Benjamin Cryer
Davy (ESM Adviser and Joint Broker) Tel: +353 (0)1 679 6363
Fergal Meegan / Matthew de Vere White (Corporate Finance)
DEFINITIONS
The following words and expressions shall have the following
meanings in this document unless the context otherwise
requires:
"Venn Debt Conversion the agreement dated 11 April 2019 between
Agreement" (1) the Company and (2) Venn to convert
the Venn Debt into the Venn Debt Shares
This information is provided by RNS, the news service of the
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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 rns@lseg.com or visit www.rns.com.
END
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