TIDMORPH
Open Orphan PLC
13 April 2022
Open Orphan plc
("Open Orphan" or the "Company")
Proposal to purchase Poolbeg Pharma shares from distribution in
specie shareholders
New Investors offer to purchase distribution in specie shares
ahead of end of lock-up period
Open Orphan plc (AIM: ORPH), a rapidly growing specialist
contract research organisation (CRO) and world leader in testing
infectious and respiratory disease products using human challenge
clinical trials, notes the announcement dated 11 April 2022 from
Poolbeg Pharma plc ("Poolbeg"), regarding a number of new investors
("New Investors") having expressed interest in acquiring up to
GBP1.6m of Poolbeg which are currently locked-up and held in trust
by Croft Nominees Limited as a result of the distribution in specie
from Open Orphan on 18 June 2021.
As part of these proposals, the New Investors have committed to
purchase up to GBP1.6m of the distribution in specie shares on or
around 26 April 2022 at a price of 5.9 pence per share, the closing
market price on Friday 8 April 2022. The New Investors have shown
great interest in the Poolbeg story, its significant progress since
IPO in July 2021, and its capabilities in developing novel products
utilising its unique cost-effective model in the fast-growing
infectious disease market which is expected to be worth in excess
of $250bn by 2025. This is a clear vote of confidence in Poolbeg's
prospects as it enters an extremely exciting phase of its
development with its first LPS human challenge clinical trial due
to commence in June 2022 with multiple value inflection points
expected in 2022 and beyond.
This process will allow the locked-up distribution in specie
shareholders in Poolbeg the opportunity to sell part or all of
their shareholding, should they wish to do so, prior to receiving
the shares once the lock-up period ends on 20 April 2022. The
distribution in specie shareholders will receive a letter setting
out the New Investors' proposal and a Form of Election informing
them how to participate should they wish to sell some or all of
their shares prior to the lock-up ending on 20 April 2022. These
proposals are open to all distribution in specie shareholders but
participation is at each distribution in specie shareholder's
discretion. For those shareholders who do not participate, the
title to their distribution in specie shares will be transferred to
them on or around 26 April 2022. If more than GBP1.6m is offered by
way of valid Forms of Election, then the distribution in specie
shareholders will be scaled back on a pro-rata basis.
The distribution in specie shares are exempt from income tax for
UK resident shareholders due to the advance clearance obtained by
the Company from HMRC for a statutory demerger. As such, there
should be no UK income tax liabilities for UK resident shareholders
on receipt of these shares. The only time that UK resident
shareholder will be subject to tax on these shares will be in the
event that the shareholder sells them, and in that event there will
be a capital gains tax payment due on any chargeable gain. The base
cost for capital gains calculation purposes will be 1% of the
original cost base of the Open Orphan shares which will be close to
nil (0), therefore nearly the full consideration will be subject to
capital gains tax. The above comments are intended only as a
general guide, shareholders are encouraged and recommended to seek
their own financial and tax advice.
Open Orphan plc and Poolbeg Pharma plc ordinary shares are ISA
qualifying investments. Open Orphan understands that any
distribution in specie shares held in an ISA should be treated in a
similar way to any other income generated from ISA qualifying
investments.
A copy of the letter to distribution in specie shareholders can
be found on Poolbeg's website here and an FAQ is available here
.
Cathal Friel, Executive Chairman of Open Orphan, said: "We were
delighted to see that despite the presently turbulent market that
Poolbeg has successfully managed to bring in fresh investors to
purchase up to GBP1.6m at 5.9p, the market price on Friday 8 April
2022. The new investors have shown great interest in the Poolbeg
story and its significant progress since IPO, its capabilities in
developing novel infectious disease products utilising its unique
cost-effective model. Poolbeg is well capitalised, with c. GBP20.9m
at year end 2021, so importantly it is not raising any new funds as
part of this process and, as such, there will be no dilution of
existing shareholders.
"This arrangement has followed significant efforts to help widen
the Poolbeg investor base and increase future liquidity, in order
to ensure that the dividend in specie remains as beneficial as
possible to shareholders of both Open Orphan and Poolbeg in the
long-term.
"Due to the nature of the lock-up period, which was designed to
allow for an orderly market following Poolbeg's admission to AIM,
prospective investors looking to build more substantial stakes were
unable to do so. These proposals ensure that any potential shares
sold will be going to quality, long-term holders, whilst giving
distribution in specie shareholders the option to sell shares prior
to the end of the lock-up period, if they choose to do so. In
addition, there will be substantially greater liquidity in our
shares once the distribution in specie shares have been distributed
after 26 April 2022 and we believe this will certainly help us to
attract in even more new shareholders."
Footnote
The distribution in specie shares were issued to all Open Orphan
shareholders on the share register at close of business on 17 June
2021, following this, Poolbeg successfully listed on the London
Stock Exchange AIM market on 19 July 2021. While the underlying
shareholders retain the beneficial ownership of the shares, the
distribution in specie shares are currently held in trust by Croft
during a lock-up period of nine calendar months from Poolbeg's
admission to AIM, to contribute to the creation of an orderly
market. This lock-up period will end on 20 April 2022 and on or
around 26 April 2022, shareholders will be sent a share certificate
for the distribution in specie shares. Shareholders will then have
the option to dematerialise and hold the shares via CREST. If any
Open Orphan shares that gave rise to the entitlement to the
distribution in specie shares are held in a nominee account, the
share certificate will be sent to the shareholders' broker.
The New Investors' proposals are not open for participation by
persons interested in shares who are residents or citizens of or
who have an address in, or who otherwise appear to the Company or
SLC Registrars to be connected to, the United States (or any of its
territories or possessions), Canada, Australia, Japan, Belarus or
Russia.
For further information please contact:
Open Orphan plc +353 (0) 1 644 0007
Cathal Friel, Executive Chairman
Yamin Khan, Chief Executive Officer
Arden Partners plc (Nominated Adviser
and Joint Broker) +44 (0) 20 7614 5900
John Llewellyn-Lloyd / Louisa Waddell
finnCap plc (Joint Broker) +44 (0) 20 7220 0500
Geoff Nash / James Thompson / Richard
Chambers
Davy (Euronext Growth Adviser and
Joint Broker) +353 (0) 1 679 6363
Anthony Farrell
Walbrook PR (Financial PR & IR) +44 (0)20 7933 8780 or openorphan@walbrookpr.com
Paul McManus / Sam Allen / Louis +44 (0)7980 541 893 / +44 (0) 7502 558
Ashe-Jepson 258 / +44 (0)
7747 515393
Notes to Editors
Open Orphan plc
Open Orphan plc (London and Euronext: ORPH) is a rapidly growing
contract research company that is a world leader in testing
infectious and respiratory disease products using human challenge
clinical trials. The Company provides services to Big Pharma,
biotech, and government/public health organisations.
The Company has a leading portfolio of human challenge study
models for infectious and respiratory diseases, including the
recently established COVID-19 model, and is developing a number of
new models, such as Malaria, to address the dramatic growth of the
global infectious disease market. The Paris and Breda offices have
over 25 years of experience providing drug development services
such as biometry, data management, statistics CMC, PK and medical
writing to third party clients as well as supporting the
London-based challenge studies.
Open Orphan runs challenge studies in London from its
Whitechapel quarantine clinic, its state-of-the-art QMB clinic with
its highly specialised on-site virology and immunology laboratory,
and its newly opened clinic in Plumbers Row. To recruit volunteers
/ patients for its studies, the Company leverages its unique
clinical trial recruitment capacity via its FluCamp volunteer
screening facilities in London and Manchester. The newly opened
facilities have expanded the scope of the business to enable the
offering of Phase I and Phase II vaccine field trials, PK studies,
bridging studies, and patient trials as part of large international
multi-centre studies.
Building upon its many years of challenge studies and virology
research, the Company is developing an in-depth database of
infectious disease progression data. Based on the Company's Disease
in Motion(R) platform, this unique dataset includes clinical,
immunological, virological, and digital (wearable) biomarkers.
About Poolbeg Pharma
Poolbeg Pharma is a clinical stage infectious disease
pharmaceutical company, with a capital light clinical model which
aims to develop multiple products faster and more cost effectively
than the conventional biotech model. The Company, headquartered in
London, is led by a team with a track record of creation and
delivery of shareholder value and aspires to become a "one-stop
shop" for Big Pharma seeking mid-stage products to license or
acquire.
The Company is targeting the growing infectious disease market.
In the wake of the COVID-19 pandemic, infectious disease has become
one of the fastest growing pharma markets and is expected to exceed
$250bn by 2025.
With its initial assets from Open Orphan plc , an industry
leading infectious disease and human challenge trials business,
Poolbeg has access to knowledge, experience, and clinical data from
over 20 years of human challenge trials. The Company is using these
insights to acquire new assets as well as reposition clinical stage
products, reducing spend and risk. Amongst its portfolio of
exciting assets, Poolbeg has a small molecule immunomodulator for
severe influenza (POLB 001); a first-in-class, intranasally
administered RNA-based immunotherapy for respiratory virus
infections (POLB 002); and a vaccine for Melioidosis (POLB 003).
The Company is also developing an oral vaccine delivery platform
and is progressing two artificial intelligence (AI) drug discovery
programmes to accelerate the power of its human challenge model
data and biobank.
For more information, please go to www.poolbegpharma.com or
follow us @PoolbegPharma
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