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Open Orphan #ORPH – Major New Contract Win for Venn Life Sciences

Open Orphan plc (ORPH) a rapidly growing specialist CRO pharmaceutical services company which is the world leader in the testing of vaccines and antivirals using human challenge study models, is pleased to announce that it has signed a major contract with a leading vaccine developer and one of the top pharmaceutical companies in the world.

The contract with Venn Life Sciences, which is part of Open Orphan, builds on earlier successful contracts between the companies and is to obtain and support market access of newly developed vaccines into the EU and US markets until the end of 2020.

The contact demonstrates Venn Life Sciences’ ability to service leading vaccine developers which in turn benefits hVIVO, also part of Open Orphan, as cross-selling opportunities arise. The contract demonstrates Venn Life Sciences’ unique combination of drug development expertise, clinical trial design and execution services.

This fits with Open Orphan’s strategic aim of becoming a leading pharma services provider globally with particular expertise across the Company in providing services to the rapidly growing vaccines industry.

Cathal Friel, Executive Chairman of Open Orphan, commented:

“We are delighted to have signed this contract with a leading vaccine developer and one of the top pharmaceutical companies in the world. This contract reinforces Open Orphan’s position as one of the leading service providers to the vaccine industry globally. As a result of the Covid-19 pandemic, the vaccine industry is now an increasingly important and rapidly growing sector with many large pharmaceutical companies now directing huge amounts of resources towards their vaccine divisions to progress both Covid-19 and non-Covid-19 vaccines. Open Orphan is ideally positioned to capitalise upon this trend as we build the Company into a growing, profitable pharmaceutical services business.”

For further information please contact

Open Orphan plc

Cathal Friel, Executive Chairman

+353 (0)1 644 0007

Arden Partners plc (Nominated Adviser and Joint Broker)

+44 (0)20 7614 5900

John Llewellyn-Lloyd / Benjamin Cryer

finnCap Ltd (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

Camarco (Financial PR)

+44 (0)20 3757 4980

Tom Huddart / Hugo Liddy

Notes to Editors – Open Orphan:

Open Orphan is a rapidly growing niche CRO pharmaceutical services company which is a world leader in the testing of vaccines and antivirals through the use of human challenge clinical trials. Conducted from Europe’s only 24-bedroom quarantine clinic with onsite virology providing individually isolated rooms and connected to our specialist laboratory facility. Which offers highly specialised virology and immunology laboratory services to support pre-clinical and clinical respiratory drug, antiviral, and vaccine discovery and development.  Reliable laboratory analysis underpinned by scientific expertise is essential when processing and analysing clinical samples. Robust quality processes support our team of scientists in the delivery of submission ready data.

The Company has a leading portfolio of 8 viral challenge study models which are: 2 FLU, 2 RSV, 1 HRV, 1 Asthma, 1 cough and 1 COPD viral challenge models. As announced in early March, Open Orphan is rapidly advancing a number of Coronavirus challenge study models and expects to be helping many COVID-19 vaccine development companies to test their vaccines. No other company in the world has such a portfolio, with only two competitors globally having 1 challenge study model each.

Open Orphan comprises of two commercial specialist CRO services businesses (hVIVO and Venn) and is developing an early stage orphan drug genomics data platform business. This platform captures 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. 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.

Open Orphan #ORPH – Major New Contract Signed With US Biotech Company for RSV Human Study & CEO Trevor Phillips to Step Down.

Open Orphan plc (ORPH) the rapidly growing specialist CRO pharmaceutical services company which has a focus on orphan drugs and is the world leader in the testing of vaccines and antivirals using human challenge study models, is pleased to announce the signing of a new contract with a US biotechnology Company for the provision of a respiratory syncytial virus (RSV) human challenge study.

Highlights:

  • Challenge study projected to deliver £3.5 million in revenue in 2020
  • Utilising complementary in-house Clinical Research Organisation (“CRO”) services of hVIVO and Venn Life Sciences (“Venn”) following completion of merger with hVIVO
  • Trevor Phillips to stand down as CEO. Strong management team in place with Cathal Friel, continuing as Executive Chairman and running the business alongside a leadership team focused on delivering growth at a very exciting time for the Company

Major New Contract with US Biotechnology Company

The company has signed a contract with a US Biotech company for the provision of an RSV human challenge study with work to deliver the study expected to commence shortly. The contract is projected to deliver £3.5 million in revenue all of which is expected to be recognised in 2020. The signing of this new contract follows the signing in March of this year of another RSV human challenge contract, now underway, for an initial £3.2 million.

This contract represents continued conversion of Open Orphan’s substantial pipeline, generation of significant cash flow and further validates its position as world leader in the provision of viral challenge studies, vaccine and viral laboratory services, supporting product development for customers developing antivirals, vaccines and respiratory therapeutics. These services are particularly relevant and topical in environment of heightened awareness of virology following the onset of Covid-19.

This study will commence in hVIVO’s unique London-based quarantine unit in the third quarter of 2020, which is Europe’s only commercial 24-bed quarantine clinic with on-site virology laboratory. hVIVO is the only company globally with the capability to run an RSV human challenge study.

This agreement utilises what is now a broader and complementary in-house service offering. All aspects of the study will be conducted within Open Orphan, with data management, biostats and medical writing being provided by our Venn Life Sciences colleagues leading to the elimination of sub-contractor costs and retention of more contracted revenue. We look forward to delivering the work for this US Biotech Company and further developing our relationship.

Directorate Change

Trevor Phillips is standing down as CEO and, to ensure an orderly transition, he will remain in his role until the end of June but leaves the Board with immediate effect. Trevor was brought into hVIVO in 2017 at a critical time for the business and successfully completed the restructuring and repositioning the business and its strategy. Recently, Trevor led the hVIVO team during its successful completion of the merger with Open Orphan plc, expanding the specialist CRO provision and positioning the Company for profitability.

Cathal Friel, Executive Chairman, will continue to lead the Company alongside a refreshed, focused management team and Board. The Company has also recently formed an advisory board chaired by Professor John Oxford, Professor at Queen Mary’s University London and one of the world’s leading experts on global diseases such as influenza, including bird flu, SARS, MERS and Coronavirus,  to help support customers’ product development and the Company’s response to Covid-19.

Cathal Friel, Executive Chairman of Open Orphan, said:

“Firstly, I would like to thank Trevor for his help merging Open Orphan and hVIVO. Trevor had previously successfully right sized and focused hVIVO and our refreshed management team is now focused on delivering growth at a very exciting time for the Company.

“The signing of this new £3.5 million contract with a US Biotechnology Company is further evidence of this exciting time as we successfully convert Open Orphan’s pipeline of prospects into formal customer contracts. Open Orphan will be utilising its complementary in-house CRO services of hVIVO and Venn to deliver this contract. This contract demonstrates the Open Orphan and hVivo group’s focus on building long term contracts with recurring revenues to deliver future profitability while ensuring rationalising the business and reduce costs.”

Trevor Phillips, CEO of Open Orphan, said:

“This is an exciting time for Open Orphan, I wish the company well. It was an honour to have led hVIVO and its staff through the business turnaround and with the merger completed I leave the Company in a stronger position as it enters its next phase of growth.”

ENDS

For further information please contact

Open Orphan plc

Cathal Friel, Executive Chairman

+353 (0)1 644 0007

Arden Partners plc (Nominated Adviser and Joint Broker)

+44 (0)20 7614 5900

John Llewellyn-Lloyd / Benjamin Cryer

 

Davy (Euronext Growth Adviser and Joint Broker)

+353 (0)1 679 6363

Anthony Farrell

 

Camarco (Financial PR)

+44 (0)20 3757 4980

Tom Huddart / Hugo Liddy

Notes to Editors:

Open Orphan is a rapidly growing specialist CRO pharmaceutical services company which has a focus on orphan drugs and is a world leader in the provision of virology and vaccine challenge study services and viral laboratory services. It has Europe’s only 24-bedroom quarantine clinic with onsite virology lab in Queen Mary’s Hospital London. hVIVO supports product development for customers developing antivirals, vaccines and respiratory therapeutics, all particularly relevant and topical in the environment of heightened awareness of Covid-19 in 2020. The Company also has a leading portfolio of 8 viral challenge study models which are: 2 FLU, 2 RSV, 1 HRV, 1 Asthma, 1 cough and 1 COPD viral challenge models. As announced in early March, Open Orphan is rapidly advancing a Coronavirus challenge study model and expects to be very active with many companies in the development of a Covid-19 vaccine. No other company in the world has such a portfolio, with only two competitors globally having 1 challenge study model each. 

Open Orphan comprises of two commercial specialist CRO services businesses (Venn and hVIVO) and is developing an early stage orphan drug genomics data platform business. This platform captures 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. 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.

Irish Times – Open Orphan seals deal that could net more than €11.6m

by Colin Gleeson

Dublin-listed pharma group announces contract with European biotech company

Dublin-listed pharma services company Open Orphan has announced the signing of a new contract with a European biotech company that could yield it more than £10 million in revenue this year.

Open Orphan, a European-focussed, rare and orphan drug consulting services platform, informed the Irish stock exchange of the deal for the provision of an respiratory syncytial virus (RSV) human challenge study on Friday.

The study with the unnamed company is projected to deliver £3.2 million (€3.7m) in revenue, all of which is expected to be delivered in 2020.

If the study is successful, it is anticipated that an additional follow-on larger pivotal challenge study will begin at the end the year, delivering significant further revenue and expected to be a minimum of £7 million.

Open Orphan is the result of executive chairman Cathal Friel reversing his pharma services business of the same name into Dublin-listed drug clinical trials manager Venn Life Sciences last year.

The company said the contract demonstrates Hvivo, which it acquired last year, “successfully converting its pipeline”.

The deal also “reinforces its position as world leader in the provision of viral challenge studies, vaccine and viral laboratory services, supporting product development for customers developing antivirals, vaccines and respiratory therapeutics”.

It said these services are “particularly relevant” in the environment of heightened awareness of virology as the world grapples with the Covid-19 virus.

London-based Hvivo is unique as it has Europe’s only commercial 24-bed quarantine clinic and on-site virology laboratory and is the only company globally with the capability to run an RSV human challenge study.

Open Orphan chief executive Trevor Phillips said the deal would eliminate sub-contractor costs of the study.

“This agreement continues to endorse the importance being placed on the use of viral challenge models supporting product development for companies developing antivirals, vaccines and respiratory therapeutics,” he said.

“All aspects of the study will be conducted within Open Orphan, leading to the elimination of sub-contractor costs and retain more contracted revenue.”

Open Orphan executive chairman Cathal Friel said the acquisition of Hvivo was reaping benefits for the company.

“This agreement demonstrates one of the benefits of the merger with Hvivo and the opportunity the broadened service offering provides in delivering a catalyst for significant revenue growth and margin expansion within the business,” he said.

“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 company.”

Shares Magazine Spotlight – Open Orphan lining up for coronavirus fight

LSE interview – Cathal Friel refocuses Open Orphan #ORPH as he raises 5m and buys virology specialist hVIVO

In a wide-ranging interview with London South East, Open Orphan Executive Chairman Cathal Friel outlines his vision for the business and explains how the combined talents of Open Orphan, hVivo and Venn Life Sciences will create a soon to be profitable pharmaceutical services one-stop shop.

Friel says this acquisition is the last however, as he is a major shareholder and he doesn’t want to see his own shareholding diluted along with everyone elses. The focus has been on reducing head count and building revenues at Venn Life Sciences since the Open Orphan IPO last June. Now, with the £13M bolt-on acquisition of hVivo, the London-based virology specialist company, the game has changed once again.

Friel says he sees hVivo as a loss-making and hugely undervalued asset. hVIVO went from being a vaccines and virology specialist to a drugs discovery business five years ago, with Neil Woodford and other investors putting in 113m of investment. “I really like Trevor Phillips and Tim Sharpington who came in 18 month ago to turn it around. But the previous management team got lost and we have picked up a bargain”. So how much are the assets worth today? “It’s very hard to say” explained Cathal, “113M in five years is a lot to spend but you can’t blow it all.

We have a 24 bed quarantine clinic facility which is worth 25 million or so on replacement value, we have a virology lab with the world’s largest stock of virology models likewise worth 25 million, and 7 or 8 million, so we 50 or 60 million of real assets”.

Keeping pace with Open Orphan

It’s been an exceptionally busy few months for Open Orphan (ORPH) and its Executive Chairman Cathal Friel.

Since reversing into Venn Life Sciences last summer, Open Orphan has set it’s sights on a series of acquisitions to forge a specialist pharmaceutical services group with a focus on orphan drugs. In raising the money to complete the Venn Life Sciences and recent hVIVO acquisitions,  Friel has invested over £2m of his own money through his investment vehicle Raglan Capital into Open Orphan. His investments are locked in until three years after the IPO in June 2019.

In 2018, over 50% of new FDA approved drugs were classed as ‘orphan’, i.e. treat rare diseases.

With this in mind, Friel and his team have constructed a vehicle to acquire and consolidate a number of smaller companies into a larger profitable pharma services company. Within this there is Open Orphan Genomic Health Data, using AI tools to build a valuable database of patient information using a low cost data collection methodology.

In the run up to the end of 2019, ORPH struck several three year contract agreements and collaborations lucrative partnership agreements and collaborations, most notably with French pharma giant Ipsen Group, Japanese pharma company Carna and a Tier 1 German pharma company as part of moving the original Venn business away from short term ad-hoc contracts towards longer more sustainable contracts.

The acquisition promised at Open Orphan’s launch last summer came to fruition in December, when the company announced the acquisition of hVIVO, a world leader in the provision of viral challenge study services to companies developing vaccines for viruses.

The deal offered 2.47 shares for each hVIVO share, providing its shareholders with a 33% uplift. Open Orphan also broke the mould by moving fast in a slow moving sector as this takeover was recorded as one of the fastest in 7 years for the London market, completing as it did in just 38 days. More importantly, the economies of scale the merger delivers greatly broadens Open Orphan’s in-house clinical offering and opportunities to commercialise the existing deal pipeline.

Both Venn and more importantly hVIVO had been chronically loss making, however given the compelling synergies, the Open Orphan team led by Friel are optimistic that the enlarged Group will be profitable by June 2020 if not before.

To maximise on the opportunities generated by the acquisition, a further £5.3m fundraise was completed at the end of January 2020, conducted at a small premium to market price and with a minimum fundraise of £2.5m  once again underwritten by Friel’s investment vehicle. The raise was oversubscribed, predominantly funded by institutional investors and at a good premium to the IPO fundraise in June 2019. Added to this, Friel personally invested £300k.

As part of the hVIVO acquisition, Open Orphan now owns the largest quarantine facility in N Europe, with 24 quarantine bedrooms at Queen Mary’s Hospital in London.

As things currently stand, this facility may potentially be used for ill patients patients during the current Coronavirus crisis that is gripping China and slowly spreading to other countries.

Professor John Oxford, one of the original founders of hVIVO is also a world-leading expert on Coronavirus and virology. In this capacity he has appeared across numerous TV and radio programmes over the past week, and is also an advisor and consultant to Cathal Friel and the enlarged Open Orphan Group.

The coming days will see more information emerge about Open Orphan and hVivo’s capabilities surrounding virology, vaccines and the quarantine facility.

To keep up to speed with this fast moving company, the latest copy of the Open orphan investor presentation is now available to view on https://www.openorphan.com/investors/reasons-invest.

Alan Green – February 2020

Open Orphan #ORPH – Results of Placing and Subscription

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR IN OR INTO ANY OTHER JURISDICTION WHERE TO DO SO WOULD BREACH ANY APPLICABLE LAW OR REGULATION.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.  THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES OF OPEN ORPHAN PLC IN ANY JURISDICTION WHERE TO DO SO WOULD BREACH ANY APPLICABLE LAW OR REGULATION.

31 January 2020

Open Orphan plc – Results of Placing and Subscription

Open Orphan plc (ORPH), the rapidly growing specialist pharmaceutical services company which has a focus on orphan drugs, announces that, further to its announcement at 7.00 a.m. today (the “Fundraising Announcement”), it has successfully completed the oversubscribed Fundraising which is now closed.

The conditional Placing and Subscription has raised £5.3 million (before expenses) through the placing of 71,254,110 new Ordinary Shares and subscription of 15,631,143 new Ordinary Shares with certain institutional and new shareholders at an Issue Price of 6.1 pence per share.

As outlined in the Fundraising Announcement, the net proceeds of the Fundraising will be used to fund the growth and synergies programme of the business following the completion of the hVIVO acquisition on 17 January 2020. The complementary fit, the shared vision and strong shareholder support on both sides of the businesses has allowed Open Orphan to move swiftly to complete the public takeover from the first discussions in November.

hVIVO is an industry leading services provider in viral challenge studies and virology laboratory services. It has the only 24-bedroom state of the art quarantine clinic with on-site virology laboratory and provides a high level of infection control that allows multiple studies and virus-types to be used simultaneously. It has a world leading portfolio of viral challenge models including 2 Flu, 2 RSV, 1 Asthma, 1 Cough and 1 COPD viral challenge models.

Director Participation

The following Director of the Group participated in the Placing:

Name of Director

Number of Placing Shares subscribed for

Total Ordinary Shares following the Fundraising

Total interest in the enlarged issued share capital

Cathal Friel, Executive Chairman

4,918,030

45,965,011

8.6 %

The Placing participation from Cathal Friel is considered a related-party transaction for the purposes of Rule 13 of the AIM Rules for Companies. The directors (other than Cathal Friel) consider, having consulted with Arden Partners, the Company’s nominated adviser, that the Placing participation is fair and reasonable in so far as Open Orphan’s shareholders are concerned.

The Placing participation from Cathal Friel is considered a related-party transaction for the purposes of the Euronext Growth Rules. The directors (other than Cathal Friel) consider, having consulted with Davy, the Company’s Euronext Growth Adviser, that the Placing participation is fair and reasonable in so far as Open Orphan’s shareholders are concerned.

Admission and Total Voting Rights

The Fundraising is conditional on Admission, and is being carried out within the Company’s existing share authority to issue Ordinary Shares for cash.

It is expected that the Fundraising Shares will be admitted to trading on AIM and Euronext Growth at 8.00 a.m. on or around 6 February 2020 (or such later date as may be agreed between the Company and Arden, but no later than 28 February 2020).

Following Admission of the Fundraising Shares, the total number of Ordinary Shares in the Company in issue will be 532,507,627. This figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in the Company under the FCA’s Disclosure and Transparency Rules.

Cathal Friel, Executive Chairman of Open Orphan, said: “As I said in our RNS announcement of the 20th of January, 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 a profitable business 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.

Furthermore, I am particularly excited as to the opportune timing of our acquisition of hVIVO, as virology, vaccines and viruses are particularly topical all around the world in recent days and weeks and hVIVO have the unique reputation as being the world leader in this space of providing services for over 30 years to the vaccine production companies around the world. Furthermore, hVIVO has quite a large database of anonymised patient data including genomic data and which we can now upload and potentially monetise through our Open Orphan Genomic Health Data platform.

We are delighted we have completed the Fundraising of over £5 million and welcome the new investors to the shareholder register, where our original Open Orphan founders and management team still retain a substantial stake in excess of 20% of the enlarged company because of our original personal investment in the business and which remains locked up for three years post our June 2019 IPO. The Fundraising strengthens the balance sheet to help us realise the full potential of the enlarged group. We are excited by the growth potential of the Company and look forward to creating value for all our shareholders.”

Capitalised terms in this Announcement shall have the meanings given to such terms in the Group’s announcement at 7.00 a.m. today.

For further information please contact

Open Orphan plc

Cathal Friel, Executive Chairman                                                                        +353 (0)1 644 0007

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

Arden Partners plc (Nominated Adviser and Joint Broker)                          +44 (0)20 7614 5900

John Llewellyn-Lloyd / Benjamin Cryer

Davy (Euronext Growth Adviser and Joint Broker)                                          +353 (0)1 679 6363

Anthony Farrell

Camarco (Financial PR)                                                                                           +44 (0)20 3757 4980

Tom Huddart / Daniel Sherwen

1

Details of the person discharging managerial responsibilities/person closely associated

a)

Name

 Cathal Friel

2

Reason for the notification

a)

Position/status

 Executive Chairman

b)

Initial notification/ Amendment

 Initial Notification

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name

 Open Orphan plc

b)

LEI

213800VT5KBM7JLIV118

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, type of instrument

 Identification code

 Ordinary Shares

 

 ESVUFR

 ISIN  GB00B9275X97

 

b)

Nature of the transactions

 Purchase of 4,918,030 ordinary shares

c)

Price(s) and volume(s)

Price(s)

Volume(s)

6.1p

4,918,030

d)

Aggregated information

–     Aggregated volume

–     Price

 

 4,918,030

 £299.999.83

e)

Date of the transaction

 31/01/2020

f)

Place of the transaction

 Dublin

Open Orphan #ORPH – Proposed Placing to raise a minimum of £5 million to fund growth and convert hVIVO proposal pipeline

THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR IN OR INTO ANY OTHER JURISDICTION WHERE TO DO SO WOULD BREACH ANY APPLICABLE LAW OR REGULATION.

THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) IS FOR INFORMATION PURPOSES ONLY AND DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.  THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES OF OPEN ORPHAN PLC IN ANY JURISDICTION WHERE TO DO SO WOULD BREACH ANY APPLICABLE LAW OR REGULATION.

31 January 2020

Open Orphan plc – Proposed Placing and Subscription to raise a minimum of £5 million

Open Orphan plc (ORPH), a rapidly growing specialist pharmaceutical services company which has a focus on orphan drugs, with reference to its announcement of 20 January 2020, is pleased to announce a fundraising to raise a minimum of £5 million (before expenses) (the “Fundraising”) via a conditional placing of new Ordinary Shares (“Placing Shares”) at a price of 6.1 pence per new Ordinary Share (the “Issue Price”) to institutional and other investors (the “Placing”) and a subscription of new Ordinary Shares (“Subscription Shares”) at the Issue Price to institutional and other investors (the “Subscription”).

Fundraising highlights:

–    The Group intends to conduct a conditional Placing and Subscription to raise a minimum of £5 million via the Placing of the Placing Shares at the Issue Price and Subscription of the Subscription Shares at the Issue Price.

–   The Placing is to be conducted by way of an accelerated bookbuild process which will commence immediately following this Announcement and will be subject to the terms and conditions set out in Appendix I to this Announcement.

–   The Company has conditionally raised approximately £1.0 million (before expenses) through the Subscription of 15,631,143 Subscription Shares.

–    The proceeds of the Fundraising receivable by the Group will be used to fund the growth and synergies programme of the Group following completion of the Merger of Open Orphan and hVIVO (the “Merger”).

–    The Issue Price represents a premium of approximately 0.8 per cent. to the closing mid-market price on 30 January 2020, being the latest practicable date before this Announcement.

–    The Fundraising has been underwritten up to £2.5 million by Raglan Capital Limited, an entity controlled by Cathal Friel. Cathal Friel also intends to participate in the Placing.

–    Admission of the Placing Shares and Subscription Shares (the “Fundraising Shares”) to trading on AIM and Euronext Growth (“Admission”) is expected to occur no later than 8.00 a.m. on 6 February 2020 or such later time and/or date as Arden, Davy and the Group agree (being in any event no later than 8.00 a.m. on 28 February 2020).

Cathal Friel, Executive Chairman of Open Orphan commented:  “The Fundraising of £5 million will be used to fund the growth and synergies programme of the business and provide balance sheet strength to convert a strong pipeline of proposals with hVIVO. We are excited by the potential of the combined businesses, which we believe is positioned for profitability, and can deliver substantial returns for our shareholders.”

For further information please contact

Open Orphan plc

Cathal Friel, Executive Chairman                                                                              +353 (0)1 644 0007

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

Arden Partners plc (Nominated Adviser and Joint Broker)                           +44 (0)20 7614 5900

John Llewellyn-Lloyd / Benjamin Cryer

Davy (Euronext Growth Adviser and Joint Broker)                                           +353 (0)1 679 6363

Anthony Farrell

Camarco (Financial PR)                                                                                                 +44 (0)20 3757 4980

Tom Huddart / Daniel Sherwen

Additional information

Expected timetable of principal events

Announcement of the Fundraising

31 January 2020

Announcement of the results of the Fundraising

31 January 2020

Admission of the Fundraising Shares to trading on AIM and Euronext Growth and commencement of dealings

8.00 a.m. on 6 February 2020

Expected date for CREST accounts to be credited in respect of Fundraising Shares in uncertified form

6 February 2020

Where applicable, expected date for despatch of definitive share certificated for Fundraising Shares in certified form

20 February 2020

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.

Irish Independent – Open Orphan signs ‘significant’ revenue generating contract

by Ellie Donnelly

Open Orphan, a Europe-focused pharma services company specialising in rare disease and so-called orphan drugs, has signed a contract with a German-based research-driven pharmaceutical company.

Open Orphan said the contract guarantees “significant” annual income, with work under the deal to commence this month.

This contract will see Venn Life Sciences, part of Open Orphan, build upon its existing relationship with the German company with a new three year consultancy for Pharmacokinetic (PK) analysis.

Pharmacokinetics is a branch of pharmacology that is dedicated to determining the fate of substances administered to the human body, and PK models help pharmaceutical companies to decide upon dosage and potential adverse effects in new drugs under development.

The deal represents an extension of the relationship between the two firms, continuing the work currently undertaken by Venn providing support in clinical trial data analysis, as well as earlier stage projects.

Cathal Friel, chief executive of Open Orphan, said: “This new contract is further evidence of Open Orphan delivering against one of its key objectives, transforming Venn by transitioning from ad-hoc short-term contracts to long-term contracts with high quality customers thereby delivering secured recurring revenues for the business.”

Last month Open Orphan and UK-based Hvivo agreed the terms of a merger.

Link here to the Irish Independent website article

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