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Open Orphan #ORPH – Update on Placing

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.

Update on Placing

Open Orphan plc (ORPH), a rapidly growing specialist pharmaceutical services company which has a focus on orphan drugs, confirms that as previously announced it is currently undertaking meetings with investors in connection with its proposed placing of £5 million. While the Company hopes to complete the placing at, or close to, the implied offer price of 6.3 pence per Ordinary Share in line with the authorities granted by shareholders to raise up to £10 million at the general meeting on 6 January 2020, there can be no certainty as to the outcome of the placing until such time as the placing is concluded.

Discussions with potential investors remain ongoing and a detailed announcement will be made in due course.

ENDS

Enquiries:

Open Orphan plc Tel: +353 1 644 0007
Cathal Friel, Executive Chairman

Trevor Phillips, Chief Executive Officer Tel: +44 (0)20 7347 5350    

Arden Partners (Nominated Adviser and Joint Broker) Tel: +44 (0)20 7614 5900
John Llewellyn-Lloyd / Ruari McGirr / Benjamin Cryer

Davy (Euronext Growth Adviser and Joint Broker) Tel: +353 (0)1 679 6363
Anthony Farrell (Corporate Finance)

Camarco (Financial PR) Tel: +44 (0)20 3757 4980
Tom Huddart / Dan Sherwen

 

Notes to Editors on Open Orphan:

Open Orphan is a rapidly growing European full pharmaceutical services company with a focus on orphan drug and specialist services, comprising two commercial specialist CRO services businesses (Venn and hVIVO) and a developing early stage orphan drug genomics data platform business capturing valuable genetic data from patient populations with specific diseases with designated orphan drug status and incorporating AI tools.  In June 2019, Open Orphan acquired AIM-listed Venn Life Sciences Holdings plc in a reverse take-over and in January 2020 it completed the merger with hVIVO plc. Venn, as an integrated drug development consultancy, offers CMC (chemistry, manufacturing and controls) , preclinical, phase I & II clinical trials design and execution and hVIVO, as an industry leading services provider in viral challenge studies and laboratory services, supports product development for customers developing antivirals, vaccines and respiratory therapeutics. The merger with hVIVO created a European full pharma services company broadening the Company’s customer base and with complementary specialist CRO services, widened the range of the Company’s service offerings.

IMPORTANT NOTICE

This Announcement and the information contained herein is not for release, publication or distribution, directly or indirectly, in whole or in part, in or into or from any jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction.

This Announcement is for information purposes only and does not constitute or form part of any offer to sell, or any solicitation of an offer to buy, securities in the Company.

No statement in this Announcement is intended to be a profit forecast and no statement in this Announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.

Tiziana Life Sciences #TILS – Filing of SEC Form F-3

New York/London, 23 January 2020 – Tiziana Life Sciences plc (Nasdaq: TLSA / AIM: TILS), a biotechnology company focusing on the discovery and development of innovative therapeutics for inflammation and oncology indications, announces the Company has today filed a Form F-3 with the Securities Exchange Commission. An F-3 filing is a shelf registration statement for securities which may enable the Company to potentially conduct a future fundraising (but absent any specific terms at the current time).

Contacts:

Tiziana Life Sciences plc

Gabriele Cerrone, Chairman and founder

+44 (0)20 7495 2379

 

Cairn Financial Advisers LLP (Nominated adviser)

Liam Murray / Jo Turner

+ 44 (0)20 7213 0880

 

Shore Capital (Broker)

Antonio Bossi / Fiona Conroy

+44 (0)20 7601 6125

 

 

Receive news and updates from Tiziana Life Sciences plc by signing up to get email alerts straight to you on https://ir.tizianalifesciences

Cathal Friel talks to Zak Mir about ‘sleeping giant’ hVIVO, and his plans for the new enlarged Open Orphan #ORPH

Open Orphan #ORPH announced the completion of its acquisition of UK-based hVivo Plc on Monday, 20th January 2020. Cathal Friel, Executive Chairman of Open Orphan commented, “I am hugely excited by the combination of Open Orphan and hVIVO. We have a fantastic team, substantial revenue potential and the opportunity to grow quickly in the year ahead. I am personally participating in the placing as I believe in the strategy of the business and its ability to deliver substantial returns to shareholders in the next 12 months.”

Here Cathal talks to Zak Mir about ‘sleeping giant’ hVIVO, the plans he has for the new enlarged group going forward, and why he personally participated in the placing. “We picked up £50-£60m of assets for c£10m…”

Tiziana Life Sciences #TILS Appoints Gregor MacRae to strengthen the Board

New York/London, 21 January 2020 – Tiziana Life Sciences plc (Nasdaq: TLSA / AIM: TILS), a biotechnology company focusing on the discovery and development of innovative therapeutics for inflammation and oncology indications, is pleased to announce appointment of Mr. Gregor MacRae to its Board as a Non-executive Director.

Mr. Gregor MacRae holds a Law degree (LLB Hons) from the University of Birmingham. He is a qualified Chartered Accountant (ICAEW) and has been a financial and business strategy adviser to multiple companies. Presently, Gregor is the Senior Partner of Appledore Wealth Management LLP, a London-based high net worth business advisory partnership. Gregor also served as a director of Chiltern Group Plc, an international trust company.

“I am delighted to join the Board of Tiziana and I am looking forward to working with the Company. I believe my experience as an advisor to several international companies over the last 25 years will compliment Tiziana and I am more than happy to join the Company at this exciting time”, said Gregor MacRae.

“We are delighted to have Gregor join our team as he brings rich experience to help and advise companies in their financial and business strategies. His appointment is a step towards reshaping the Board ahead of the Company’s intention to become a solely NASDAQ listed company” said Dr. Shailubhai, CEO & CSO of Tiziana Life Sciences.

Tiziana Life Sciences previously announced that it has appointed advisers in relation to an intended redomicile of the Company to Bermuda, to delist the Company’s ordinary shares from its AIM listing and to cancel its ADR program in order to facilitate listing of its Bermuda common shares on NASDAQ. As a result, Tiziana Life Sciences will only be listed on NASDAQ and all current ADRs and AIM shares will be replaced by NASDAQ shares.

In 2019 Tiziana announced the successful completion of three clinical studies, a phase 2a clinical trial with milciclib in sorafenib-resistant hepatocellular carcinoma, a phase 1 study with nasal administration of Foralumab, a fully human anti-CD3 monoclonal antibody, and a phase 1 clinical trial with oral administration of Foralumab.

Pursuant to Rule 17 and Schedule 2(g) of the AIM Rules for Companies, the following information is disclosed in respect of Gregor Charles William MacRae (aged 57):

Current Appointments

Appointments in the last five years

OKYO Pharma Limited

Elysium Golf Limited

Appledore Sports Management Limited

Opskic Group Limited

Appledore Property Management Limited

Amorim Partners Limited

Appledore Bleu des Mers Limited

Sorino Limited

Appledore Consulting Limited

Sorino (UK) Limited

Appledore Wealth Management LLP

Sidero Limited

B C Estates Limited

Mayze Services Limited

Clarges Consultancy Limited

Pretzi Limited

Hampton Resources Limited

Semolin Limited

Triple 8 Holdings Limited

Pinta Consultancy Limited

Crazele Properties Limited

 

There is no further information to be disclosed in relation to the appointments of Mr MacRae pursuant to AIM Rule 17 and Schedule 2 (g) of the AIM Rules for Companies. 

This announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014.

About Tiziana Life Sciences

Tiziana Life Sciences plc is a UK biotechnology company that focuses on the discovery and development of novel molecules to treat human disease in oncology and immunology. In addition to Milciclib, the Company is also developing Foralumab for liver diseases. Foralumab is the only fully human anti-CD3 monoclonal antibody in clinical development in the world. This Phase 2 compound has potential application in a wide range of autoimmune and inflammatory diseases, such as nonalcoholic steatohepatitis (“NASH”), ulcerative colitis, multiple sclerosis, type-1 diabetes (“T1D”), Crohn’s disease, psoriasis and rheumatoid arthritis, where modulation of a T-cell response is desirable. 

Forward-Looking Statements

Certain statements made in this announcement are forward-looking statements. These forward-looking statements are not historical facts but rather are based on the Company’s current expectations, estimates, and projections about its industry; its beliefs; and assumptions. Words such as ‘anticipates,’ ‘expects,’ ‘intends,’ ‘plans,’ ‘believes,’ ‘seeks,’ ‘estimates,’ and similar expressions are intended to identify forward-looking statements. These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties, and other factors, some of which are beyond the Company’s control, are difficult to predict, and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements. The Company cautions security holders and prospective security holders not to place undue reliance on these forward-looking statements, which reflect the view of the Company only as of the date of this announcement. The forward-looking statements made in this announcement relate only to events as of the date on which the statements are made. The Company will not undertake any obligation to release publicly any revisions or updates to these forward-looking statements to reflect events, circumstances, or unanticipated events occurring after the date of this announcement except as required by law or by any appropriate regulatory authority.

Contacts:

Tiziana Life Sciences plc

Gabriele Cerrone, Chairman and founder

+44 (0)20 7495 2379

 

Cairn Financial Advisers LLP (Nominated adviser)

Liam Murray / Jo Turner

+ 44 (0)20 7213 0880

 

Shore Capital (Broker)

Antonio Bossi / Fiona Conroy

+44 (0)20 7601 6125

 

Receive news and updates from Tiziana Life Sciences plc by signing up to get email alerts straight to you on https://ir.tizianalifesciences

Alan Green talks Open Orphan #ORPH, ECR Minerals #ECR, Destiny Pharma #DEST, Mirriad #MIRI & RA Intl #RAI on Vox Markets podcast

Alan Green discusses Open Orphan #ORPH, ECR Minerals #ECR, Destiny Pharma #DEST, Mirriad #MIRI & RA International #RAI with Justin Waite on the Vox Markets podcast. Click on the image above.

Open Orphan #ORPH announces completion of the merger with hVIVO and re-admission

Open Orphan plc (ORPH), a rapidly growing specialist pharmaceutical services company which has a focus on orphan drugs, is pleased to announce that admission to trading on AIM and Euronext Growth of its existing ordinary share capital and the new ordinary shares to be issued as consideration in connection with the Merger, will commence at 8.00 a.m. today.

Highlights:

·     Completion of merger between Open Orphan and hVIVO creating a European full pharma services company in a compelling strategic combination

·     Enhanced management and Board with a strong operational track record and M&A experience

o  Cathal Friel, moving to Executive Chairman with a full-time hands-on role in the business

o  Trevor Phillips and Tim Sharpington becoming CEO and COO, respectively, of the enlarged group

o  New board with the appointment of Michael Meade as an additional non-executive director, along with Brendan Buckley and Mark Warne as non-executive directors and Trevor Philips and Cathal Friel as executive directors

·     Combination creates a platform of highly specialised, complementary CRO service providers

·     Combined robust pipeline of over £100 million at January 2020. The Group is focused on building long term contracts with recurring revenues.  Open Orphan has confirmed signed contracts of €10.5m as of January 2020 which is the highest in its history with an additional €4m at an advanced stage with clients under an existing MSA. Open Orphan is successfully moving Venn away from short-term contracts to long-term, 3-year contracts with recurring revenues e.g. IPSEN (Nov ’19) and a German Tier One pharma company (Jan ’20). hVIVO has a solid pipeline of identified and pitched for contracts of £81.2m as of January 2020, which is significantly higher than the prior two years

·     A number of joint Open Orphan and hVIVO pitches have already been submitted to hVIVO clients with the now expanded Venn service capability

·     Estimated operational synergies of £3.1m in 2020 rising to £4.4m in 2021 – longer-term revenue synergy potential through utilisation of Open Orphan’s Phase II capabilities for hVIVO’s challenge study clients

·     New combined revenue model unlocks potential for substantial revenue growth and sustainable profitability  – by  combining Open Orphan’s existing preclinical, phase 1 and Phase 2, regulatory and other services along with hVivo which is an industry leading services provider in viral challenge studies and laboratory services creating a leading European specialist pharma services company

·     Proposed placing to raise £5m – underwritten by up to £2.5m by Raglan Capital – to support the Group’s growth plans

Cathal Friel, Executive Chairman of Open Orphan commented:

“I am hugely excited by the combination of Open Orphan and hVIVO. We have a fantastic team, substantial revenue potential and the opportunity to grow quickly in the year ahead. I am personally participating in the placing as I believe in the strategy of the business and its ability to deliver substantial returns to shareholders in the next 12 months.”

Trevor Phillips, CEO of Open Orphan commented:

“We now have an industry leading team with the ability to generate substantial revenue growth and profitability, delivering the leadership’s vision to create a successful European full pharma services company. With the now complementary and wider specialist CRO services offering, it gives us the opportunity to generate substantially larger revenues and over the full-time course of the customer relationship. With a robust combined pipeline, I am confident we have the solid platform to achieve our goals.”

Strategy – delivering on our pipeline and enhancing returns through business synergies

Since the acquisition of Venn Life Sciences by Open Orphan in June 2019, the Company has focused on transitioning Venn from short term contracts to long term contracts with recurring revenues, reducing its overheads and taking actions to increase profitability. Before the merger, hVIVO had successfully refocused its business model and completed a business turnaround with operational efficiency measures and headcount reductions implemented. The Merger is expected to bring further benefits as a result of hVIVO now being able to provide the Venn offering, preclinical, Phase I and Phase II to customers to its challenge study customers. The combined Group will now be able to offer a wider range of services to a broader customer base.

In addition to the Company’s focus on delivering the pipeline, it plans to supplement returns through immediate cost savings and operational synergies and near and medium term revenue synergies.  In the short term, the combination of Open Orphan and hVIVO is expected to result in substantial cost savings through the elimination of subcontractor costs where they can be replaced by new capabilities within the enlarged Group. The Group estimates savings of up to £1.7m in FY20 rising to £2.3m in FY21. Furthermore, the Group intends to rationalise a number of duplicate costs resulting in £0.2m of cost savings in FY20 rising to £0.4m in FY21.

The Group expects to deliver total synergies of £3.1m in 2020 rising to £4.4m in 2021. This combined with identified longer-term revenue synergies by extending hVIVO relationships and utilising Phase II capability of Open Orphan to gain contracts for Phase II execution and lab services as existing challenge customers migrate to field trials is anticipated to see the Group well positioned for future growth.

Delivering the strategy is an enhanced leadership team with a track record of operational success and creating shareholder value. The new management of hVIVO, who joined eighteen months ago, has a track record of successfully restructuring and re-positioning the business for profitability having delivered significant savings of £11m since 2017 at hVIVO. The Open Orphan management has a successful history of M&A, business integration and delivering shareholder value and have significantly rationalised the Venn business and taken action to improve profitability. The combined group has the relevant expertise to deliver substantial revenue growth and profitability.

Proposed Placing

Open Orphan is proposing a placing of £5m to support the enlarged Group’s business plan (the Placing”). The proceeds of the Placing will be used to fund the rapid growth and synergies programme of the business. An improved balance sheet is expected to allow hVIVO to convert its current strong pipeline of proposals. The Placing is being underwritten by Cathal Friel’s vehicle, Raglan Capital, up to £2.5m; Raglan Capital also intends to participate in the Placing.

It is expected that further announcements regarding the Placing will be made in due course.

Compulsory Acquisition

Open Orphan intends shortly to exercise its rights pursuant to the provisions of sections 974-991 of the Companies Act 2006 to compulsorily acquire the remaining hVIVO Shares. The compulsory acquisition will be settled on the same terms as the Merger and the relevant hVIVO shareholders will be entitled to receive 2.47 Open Orphan shares for every one hVIVO share. Statutory notices are expected to be posted in the coming days to any hVivo shareholders who have not accepted the Merger offer with further details.

 

ENDS

Enquiries:

Open Orphan plc Tel: +353 1 644 0007
Cathal Friel, Executive Chairman

Trevor Phillips, Chief Executive Officer Tel: +44 (0)20 7347 5350    

Arden Partners (Nominated Adviser and Joint Broker) Tel: +44 (0)20 7614 5900
John Llewellyn-Lloyd / Ruari McGirr / Benjamin Cryer

Davy (Euronext Growth Adviser and Joint Broker) Tel: +353 (0)1 679 6363
Anthony Farrell (Corporate Finance)

Camarco (Financial PR) Tel: +44 (0)20 3757 4980
Tom Huddart / Dan Sherwen

 

Notes to Editors on Open Orphan:

Open Orphan is a rapidly growing European full pharmaceutical services company with a focus on orphan drug and specialist services, comprising two commercial specialist CRO services businesses (Venn and hVIVO) and a developing early stage orphan drug genomics data platform business capturing valuable genetic data from patient populations with specific diseases with designated orphan drug status and incorporating AI tools.  In June 2019, Open Orphan acquired AIM-listed Venn Life Sciences Holdings plc in a reverse take-over and in January 2020 it completed the Merger with hVIVO plc. Venn, as an integrated drug development consultancy, offers CMC (chemistry, manufacturing and controls) , preclinical, phase I & II clinical trials design and execution and hVIVO, as an industry leading services provider in viral challenge studies and laboratory services, supports product development for customers developing antivirals, vaccines and respiratory therapeutics. The Merger with hVIVO created a European full pharma services company broadening the Company’s customer base and with complementary specialist CRO services, widened the range of the Company’s service offerings.

Andrew Hore – Quoted Micro 20 January 2020

NEX EXCHANGE

NQ Minerals (NQMI) generated gross revenues of A$15.5m and gross profit of A$7.4m from Hellyer gold mine in the fourth quarter. Full year revenues were A$53.9m and operating profit was A$12.2m. The profit grew steadily quarter by quarter. NQ has raised £311,000 at 7p a share. In December, £300,000 was raised at 6.5p a share.

Clean Invest Africa (CIA) says that is subsidiary Coaltech has signed a memorandum of understanding with the Uzbekistan ministry of innovation and development and Uzbekistan Railway. The coal fines project could have an initial value of $16m. A plant would be built to process coal fines into coal pellets. Coal mining is an important industry in Uzbekistan. There will be feasibility studies and the development of a business plan. This deal comes via the joint venture with Creon Investments, which is focused on Russia and former Soviet Union countries.

Ganapati (GANP) says that its Malta-based subsidiary has signed a two-year endorsement agreement with Welljam, which owns the rights to Usain Bolt’s services and image rights. Ganapati has is launching the first official Usain Bolt online slot game when the Tokyo Olympics are held during the summer. Usain Bolt will be attending the ICE London iGaming event in February. There are initial licence payments for image rights during the development of the slot game and a share of future revenues.

Ananda Developments (ANA) says that its investee company iCAN Israel-Cannabis has raised money via a convertible that places a pre-money valuation of $20m on the company. Ananda invested $200,000 in a convertible loan in August 2018 and $100,000 of the loan has been converted into 120 shares worth $200,000 at the latest valuation. DJT Plants, which is 50%-owned by Ananda, has received planning permission for the construction of a facility for cannabis plant breeding and propagation.

Property investor Ace Liberty and Stone (ALSP) reported a dip in pre-tax profit from £334,000 to £306,000 in the six months to October 2019. The NAV improved from £21.2m to £21.9m over the six month period, even though £349,000 was paid in dividends.

Imperial X (IMPP) has switched its investing strategy back from medicinal cannabis to energy-related businesses. The focus is building a royalty stream from oil and gas interests.

Mark Leigh is taking over from Claire Spencer as finance director of Newbury Racecourse (NYR).

Broadband-focused shell SAPO (SAPO) has raised £27,500 at 2.75p a share.

Diverse Income Trust has reduced its stake in TechFinancials (TECH) to below 3%.

AIM

Lawyer Gateley (GTLY) generated organic growth of 10.5% in the first half and it is on course to meet analyst expectations for the full year. The main first half growth was in the corporate and pensions businesses. The most recent acquisition will take annualised non-legal revenues to 12% of the group total. A full year pre-tax profit of £21.3m is forecast.

Regional legal business Knights Group (KGH) increased interim revenues by one-third to £32m through a combination of acquired and organic growth. Underlying earnings were 9% ahead at 5.95p a share. Net debt was £17.1m at the end of October 2019. The interim dividend was raised by 83% to 1.1p a share, although Knights was not quoted for all the comparative period. Two Birmingham-based firms have been acquired since the period end.

Legal firm Ince Group (INCE) raised £12m at 45p a share. The share price has more than halved since the beginning of the year. The January 2019 placing was at 140p a share. There are plans to raise £2m by a one-for-8.398 open offer and £2m via an offer to staff. The cash will enable the working capital facility to be reduced and finance investment in building up staff numbers. Net debt was £10.4m at the end of September 2019.

Pharmaceutical services provider Ergomed (ERGO) has acquired Ashfield Pharmacovigilance Inc for $10m and this will be earnings enhancing in 2020. The deal boosts Ergomed’s position in pharmacovigilance services and gives it a stronger position in the US. Ashfield has annual revenues of $11.6m and contracted future revenues of $9.8m.

Dekel Agri-Vision (DKL) has established a 50/50 renewable energy joint venture with Green Enesys that will operate a 36MW hybrid power (solar and biomass) project in Ivory Coast. This should reduce costs at the palm oil project in Ayenouan. There could be other potential power projects in the region. Dekel is benefiting from the recovery in the crude palm oil price. It produced 37,649 tonnes of crude palm oil in 2019, even though poor weather led to disappointing fourth quarter production. Later this year processing of cashew nuts should commence.

Biopesticides developer Eden Research (EDEN) generated revenues of £2m in 2019, down from £2.8m, and an operating loss of £1.4m. Product revenues grew even though the summer weather restricted usage of Botrytis.

Lettings agency The Property Franchise Group (TPFG) is setting up a financial services division. Acquisitions are planned and the first is a 72.25% stake in Auxilium Partnership, which is the business of newly appointed financial services director Mark Graves. This has been a source of growth for rival Belvoir (BLV).

D4T4 Solutions (D4T4) has confirmed that its second half trading is much stronger than the first half thanks to the contracts won by the Celebrus data analysis software business. The financials sector has been a productive customer base for Celebrus. D4T4 is increasingly winning SaaS business and this could hold back short-term growth, which could lead to the trimming of 2019-20 forecasts.

Instem (INS) continues to increase its recurring revenues. The pharma software company generated organic revenues growth of 12% in 2019. Pre-tax profit is expected to be £3.3m. Net cash was £5.9m. A jump in profit to £4.7m is forecast for 2020.

Estate agency Winkworth (WINK) says 2019 profit was modestly ahead of expectations and a total dividend of 7.8p a share is proposed, which is higher than forecast.

Telit Communications (TCM) did better than expected in 2019 and excluding the former automotive activities revenues grew by 8%. The internet of things technology developer is forecast to make a 2020 pre-tax profit of £20.1m.

Pharma data analytics firm Diaceutics (DXRX) generated more cash tan expected last year and made a small profit. Thee was cash of £11.7m at the end of 2019. The 2020 pre-tax profit could be £800,000.

Barkby Group (BARK) has exchanged contracts on a development site in Huntingdon, which has a gross development value of £10.7m.

Risk management software developer KRM22 (KRM) says 2019 revenues were slightly lower than expected at £4m. Delayed contracts are expected to be signed soon.

Telematics firm Quartix (QTX) managed to maintain revenues at £25.6m in 2019 and a small increase is expected in 2020. The mix of revenues has changed with fleet generating 80%, up from 73%, thanks to growth in the US and France. Insurance revenues fell as expected as low margin business was shed. Pre-tax profit is still expected to decline from £8.2m to £6.6m in 2019, with a further fall to £6.3m forecast for 2020. The dividend is expected to be reduced from 12.4p a share to 12.1p a share, although it will not be fully covered by earnings.

Base Resources (BSE) has increased production guidance for the Kwale mine with midpoints of 78,000t for rutile, 345,000t for ilmenite and 30,500t for zircon. There is a lack of supply of rutile and ilmenite, so this is good news. This should provide a strong boost to profit.

Pressure Technologies (PRES) has been fined £700,000 and will have to pay prosecution costs of £169,000 following the guilty verdict relating to a fatal accident at one of its sites in 2015. The first instalment of £215,000 is due in April with a further six equal instalments payable every six months between July 2020 and January 2023.

Oil and gas explorer and producer Empyrean Energy (EME) is raising £420,000 at 9p a share and chief executive Tom Kelly has contributed £200,000 of that cash. The placing was at a 9% premium to the market price. The cash will be spent on drilling offshore of Indonesia. There is a potential resource upgrade for the Mako gas discovery in Indonesia.

Mereo BioPharma (MPH) says that there have been positive results from the phase 2b study of Setrusumab in adults with osteogenesis imperfecta. They show that it is helping to build bone. A study with children is planned. A meeting with the FDA is due in the coming weeks. Earlier this year, Mereo signed a licence agreement for the use of Navicixizumab in ovarian cancer with Oncologie Inc. An upfront payment of $4m is due.

Nutrition provider Science in Sport (SIS) expects to report 2019 sales of £50.5m with underlying growth of nearly one-quarter. The fastest growth is outside of the UK. River and Mercantile has taken a 5.5% stake.

MAIN MARKET

Shareholders in AIM-quoted Anglo African Oil and Gas (AAOG) have agreed to the sale of 80% of its Congo subsidiary to Zenith Energy (ZEN) and it is waiting for government approval. There is a put and call option over the other 20%. If the call option is exercised Zenith will pay £1m in shares. If the production at the Tilapia oilfield averages at least 4,000 barrels of oil per day for 30 consecutive days, the put option can be exercised and Zenith would pay £2.5m in shares.

Endeavour Mining Corporation has ended its merger discussions with gold miner Centamin (CEY) blaming a lack of information. Endeavour still believes that a combination would be positive. Centamin is raising its final dividend to 6 cents a share, taking the 2019 total to 10 cents a share, up from 5.5 cents a share. Net cash was $348m at the end of 2019. The higher gold price will further boost cash generation. A new chief executive still has to be appointed.

Standard list cash shell Trident Resources (TRR) has £3.29m in cash at the end of October 2019, which is similar to NAV. Management is assessing a few mining project acquisition opportunities.

Stevia sweeteners producer PureCircle Ltd (PURE) says that shareholders owning more than 10% of the share capital have put forward three proposed directors to be voted on at the AGM on 10 February. The company is happy for Sridhar Krishnan, Lai Hock Meng, a former PureCircle director, and Oliver Maes, who was previously a PureCircle director, to be appointed to the board.

Books publisher Quarto (QRT) is raising £13.9m at 68p each. The open offer is underwritten and it will help to reduce the debt burden.

Menswear retailer and hirer Moss Bros (MOSB) Total sales were 3% lower in the 24 weeks to 11 January, but gross margin improved. Hire revenues fell by 17.7%. Cash is £12m.

OTHER MARKETS

Pallets manufacturer RM2 International (RM2) intends to move from AIM to matched bargains market Asset Match (www.assetmatch.com).

Andrew Hore

Cathal Friel, Open Orphan #ORPH CEO confirms to Proactive Investors that the hVIVO deal is done

Cathal Friel, CEO of Open Orphan announces that the hVIVO deal is finally in the bag and tells Proactive London what the timeline for shareholders now looks like. Cathal also provides some news on the Genomic Database and explains how he expects hVIVO to make a profit.

Open Orphan #ORPH – hVIVO merger offer now wholly unconditional

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF ANY SUCH JURISDICTION

17 January 2020

Recommended All Equity Offer for

HVIVO PLC (“HVIVO”)

to merge with

OPEN ORPHAN PLC (“OPEN ORPHAN”)

 Offer Wholly Unconditional

Introduction

On 9 December 2019, the boards of Open Orphan and hVIVO announced that they had reached agreement on the terms of a recommended all-equity offer for the entire issued and to be issued share capital of hVIVO (the “Offer”). Under the terms of the Offer, hVIVO Shareholders will be entitled to receive 2.47 New Open Orphan Shares for every one hVIVO Share. The Offer represents a value of approximately 15.56 pence per hVIVO Share and a premium of 33.8 per cent. based upon the hVIVO Closing Price on 6 December 2019, being the last practicable date prior to announcement of the Offer, valuing hVIVO at approximately £12.96 million.

On 31 December 2019, Open Orphan announced that the Offer had been declared unconditional as to acceptances and on 14 January 2020 announced that it had received acceptances in respect of 77,348,100 hVIVO Shares, representing approximately 92.5 per cent. of the issued ordinary share capital of hVIVO.

Offer Wholly Unconditional

Open Orphan announces that it has decided, in accordance with the Offer Document, to waive the outstanding conditions under the Offer. Accordingly, there are no further conditions to be satisfied and the Offer is now unconditional in all respects.

Admission of the Enlarged Share Capital

Application has been made for the admission of the Consideration Shares and the Existing Ordinary Shares, being 445,622,374 Ordinary Shares to trading on AIM and Euronext Growth, which is expected to become effective and dealings commence at 8.00 a.m. on 20 January 2020.

Compulsory acquisition

Open Orphan intends to shortly exercise its rights pursuant to the provisions of sections 974-991 of the Companies Act to compulsorily acquire the remaining hVIVO Shares. The compulsory acquisition will be settled on the same terms as the Offer and hVIVO Shareholders will be entitled to receive 2.47 Open Orphan Shares for every 1 hVIVO Share.

In exercising such rights in respect of hVIVO Shares held by hVIVO Shareholders in, or with a registered address in, a Restricted Jurisdiction, Open Orphan may elect to arrange for such hVIVO Shares to be sold on behalf of the relevant hVIVO Shareholder and the proceeds (less the costs and expenses of such sale) remitted to such hVIVO Shareholder.

Enquiries:

Open Orphan plc

Cathal Friel, Chief Executive Officer

+353 (0)1 644 0007

Arden Partners plc (Nominated Adviser and Joint Broker)

John Llewellyn-Lloyd / Ben Cryer

+44 (0)20 7614 5900

JE Davy (Euronext Adviser and Joint Broker)

Anthony Farrell

Tiziana Life Sciences #TILS – Exec Chairman Gabriele Cerrone purchases more shares

New York/London, 14 January 2020 – Tiziana Life Sciences plc (Nasdaq: TLSA / AIM: TILS), a biotechnology company focusing on the discovery and development of innovative therapeutics for inflammation and oncology indications, announces that on the 13 January 2020 it was informed that on that date, Panetta Partners Limited, an entity closely associated with Gabriele Cerrone, Executive Chairman, bought 28,500 Ordinary Shares at a price of 43 pence per Ordinary Share, as set out below.

The information set out below is provided in accordance with the requirements of Regulation 19(3) of the EU Market Abuse Regulation No 596/2014:

1. Details of PDMR / person closely associated
a) Name Gabriele Cerrone/Panetta Partners Limited
2. Reason for the notification: On market acquisition
a) Position / status Executive Chairman
b) Initial notification /amendment Initial notification
3. Details of the issuer
a) Name Tiziana Life Sciences plc
b) LEI 213800CED47HI8PIOB36
4. Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a) Description of the financial instrument Ordinary Shares
b) Identification code of the Financial Instrument GB00BKWNZY55
c) Nature of the transaction On market acquisition of ordinary shares
d) Price(s) and volume(s)
Price: 43 pence; Volume: 28,500
e) Aggregated information

– Aggregated volume

 

– Price

 

N/A

 

N/A

f) Date of the transaction 13 January 2020
g) Place of the transaction AIM

 

As a result of this transaction Mr Cerrone’s interests in the underlying ordinary shares of the Company increases from 64,318,425 (47.066%) to 64,346,925 (47.087%). Mr Cerrone’s interests in the ordinary shares of the Company are based on a holding of 63,680,404 ordinary shares held by Planwise Limited and voting rights in respect of 666,521 ordinary shares held by Panetta Partners Limited (as shares and via ADSs). Mr Cerrone is considered beneficially interested in the holdings of Panetta Partners Limited and Planwise Limited.

 

For more information go to http://www.tizianalifesciences.com

 

Contacts:

Tiziana Life Sciences plc

Gabriele Cerrone, Chairman and founder

+44 (0)20 7495 2379
Cairn Financial Advisers LLP (Nominated adviser)

Liam Murray / Jo Turner

+44 (0)20 7213 0883
Shore Capital (Broker)

Antonio Bossi / Fiona Conroy

+44 (0)20 7408 4050
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