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On the Vox Market Podcast, Alan Green talks about #ABDP AB Dynamics, #SNOX SulNOx Group & #ANR Altona Rare Earths

On the Vox Market Podcast, Alan Green talks about #ABDP AB Dynamics, #SNOX SulNOx Group & #ANR Altona Rare Earths

Listen here 

#SVML Sovereign Metals – Issue of Equity

Sovereign Metals Limited (Sovereign or the Company) (ASX:SVM, AIM:SVML) advises that it has issued  7,444,000 fully paid ordinary shares (Shares) upon the exercise of unlisted options as detailed below.

· Cashless exercise of 6,125,000 unlisted options exercisable at A$0.14 each on or before 30 June 2022 for the issue of 4,410,000 Shares;

· Exercise of 250,000 unlisted options exercisable at A$0.14 each on or before 30 June 2022 for the issue of 250,000 Shares for proceeds of A$35,000;

· Cashless exercise of 1,850,000 unlisted options exercisable at A$0.18 each on or before 30 June 2022 for the issue of 1,184,000 Shares;

· Cashless exercise of 2,500,000 unlisted options exercisable at A$0.18 each on or before 31 July 2022 for the issue of 1,600,000 Shares.

 

An application will be made for the Shares to be admitted to trading on AIM (Admission) and it is expected that Admission will become effective on or around 30 June 2022.

 

Total Voting Rights

 

For the purposes of the Financial Conduct Authority’s Disclosure Guidance and Transparency Rules (DTRs), following Admission of the Shares, Sovereign will have 470,725,023 Ordinary Shares in issue with voting rights attached. The figure of 470,725,023 may be used by shareholders in the Company 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 ASX Listing Rules or the DTRs.

Following the issue of Shares, Sovereign has the following securities on issue:

· 470,725,023 ordinary fully paid ordinary shares;

· 150,000 unlisted options exercisable at A$0.18 each on or before 30 June 2022;

· 11,105,125 unlisted options exercisable at A$0.80 each on or before 13 May 2023;

· 5,120,000 performance rights subject to the “Feasibility Study Milestone” expiring on or before 31 December 2023; and

· 7,320,000 performance rights subject to the “Decision to Mine Milestone” expiring on or before 31 October 2025.

Shares on exercise of unlisted options have issued to Directors of the Company are detailed below. 

 

 

ENQUIRIES

Dr Julian Stephens (Perth)
Managing Director

+61(8) 9322 6322

Sam Cordin (Perth)
+61(8) 9322 6322

Sapan Ghai (London)
+44 207 478 3900

 

 

Nominated Adviser on AIM

 

RFC Ambrian

 

Bhavesh Patel / Andrew Thomson

+44 20 3440 6800

 

 

Joint Brokers

 

Berenberg

+44 20 3207 7800

Matthew Armitt

 

Jennifer Lee

 

Varun Talwar

 

 

 

Optiva Securities

+44 20 3137 1902

Daniel Ingrams

 

Mariela Jaho

 

Christian Dennis

#ECR ECR Minerals – Holding(s) in Company

TR-1: Standard form for notification of major holdings

NOTIFICATION OF MAJOR HOLDINGS (to be sent to the relevant issuer and to the FCA in Microsoft Word format if possible)i

1a. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attached ii :

ECR Minerals Plc

1b. Please indicate if the issuer is a non-UK issuer (please mark with an “X” if appropriate)

Non-UK issuer

2. Reason for the notification (please mark the appropriate box or boxes with an “X”)

An acquisition or disposal of voting rights

X

An acquisition or disposal of financial instruments

An event changing the breakdown of voting rights

Other (please specify)iii:

3. Details of person subject to the notification obligation iv

Name

Colin Braidwood

City and country of registered office (if applicable)

4. Full name of shareholder(s) (if different from 3.)v

Name

Colin Braidwood

City and country of registered office (if applicable)

5. Date on which the threshold was crossed or reached vi :

08/06/2022

6. Date on which issuer notified (DD/MM/YYYY):

08/06/2022

7. Total positions of person(s) subject to the notification obligation

% of voting rights attached to shares (total of 8. A)

% of voting rights through financial instruments
(total of 8.B 1 + 8.B 2)

Total of both in % (8.A + 8.B)

Total number of voting rights of issuervii

Resulting situation on the date on which threshold was crossed or reached

9.33%

N/A

9.33%

1,064,464,551

Position of previous notification (if

applicable)

8.00%

N/A

8.00%

1,018,058,551

8. Notified details of the resulting situation on the date on which the threshold was crossed or reached viii

A: Voting rights attached to shares

Class/type of
shares

ISIN code (if possible)

Number of voting rights ix

% of voting rights

Direct

(Art 9 of Directive 2004/109/EC) (DTR5.1)

Indirect

(Art 10 of Directive 2004/109/EC) (DTR5.2.1)

Direct

(Art 9 of Directive 2004/109/EC) (DTR5.1)

Indirect

(Art 10 of Directive 2004/109/EC) (DTR5.2.1)

GB00BYYDKX57

99,325,751

9.33%

SUBTOTAL 8. A

99,325,751

9.33%

B 1: Financial Instruments according to Art. 13(1)(a) of Directive 2004/109/EC (DTR5.3.1.1 (a))

Type of financial instrument

Expiration
date x

Exercise/
Conversion Period xi

Number of voting rights that may be acquired if the instrument is

exercised/converted.

% of voting rights

SUBTOTAL 8. B 1

B 2: Financial Instruments with similar economic effect according to Art. 13(1)(b) of Directive 2004/109/EC (DTR5.3.1.1 (b))

Type of financial instrument

Expiration
date x

Exercise/
Conversion Period xi

Physical or cash

settlement xii

Number of voting rights

% of voting rights

SUBTOTAL 8.B.2

9. Information in relation to the person subject to the notification obligation (please mark the

applicable box with an “X”)

Person subject to the notification obligation is not controlled by any natural person or legal entity and does not control any other undertaking(s) holding directly or indirectly an interest in the (underlying) issuerxiii

Full chain of controlled undertakings through which the voting rights and/or the
financial instruments are effectively held starting with the ultimate controlling natural person or legal entityxiv (please add additional rows as necessary)

Name xv

% of voting rights if it equals or is higher than the notifiable threshold

% of voting rights through financial instruments if it equals or is higher than the notifiable threshold

Total of both if it equals or is higher than the notifiable threshold

Colin Braidwood

9.33%

N/A

9.33%

10. In case of proxy voting, please identify:

Name of the proxy holder

The number and % of voting rights held

The date until which the voting rights will be held

11. Additional information xvi

Place of completion

United Kingdom

Date of completion

08 June 2022

 

Annex: Notification of major holdings (to be filed with the FCA only)

A: Identity of the person subject to the notification obligation

Full name (including legal form for legal entities)

Contact address (registered office for legal entities)

E-Mail

Phone number / Fax number

Other useful information

(at least legal representative for legal persons)

B: Identity of the notifier, if applicable

Full name

Contact address

E-Mail

Phone number / Fax number

Other useful information (e.g. functional relationship with the person or legal entity subject to the notification obligation)

C: Additional information

Please send the completed form together with this annex to the FCA at the following email

address: Majorshareholdings@fca.org.uk. Please send in Microsoft Word format if possible.

Technology Minerals #TM1 – Issue of Shares

Technology Minerals Plc (the “Company”) (LSE: TM1), the first UK company focused on creating a sustainable circular economy for battery metals, announces that the Company has issued 603,981 ordinary shares in the Company to North American Strategic Metals Inc. (“NASM”) in settlement of payment due to NASM for the acquisition of a working interest in the Oacama Project and 1,132,075 ordinary shares to a supplier  (“Supplier”) for the provision of consultancy services, a total of 1,736,056 new ordinary shares (“New Shares”). 

By way of background:-

(a)  On 9 July 2021, Technology Minerals Limited (now Techmin Limited) a wholly owned subsidiary of the Company entered into an agreement with East River Minerals LLC, a 100% owned affiliate of NASM, for the acquisition of a working interest in the Oacoma Project (the “Oacoma Agreement”). Under the terms of the Oacoma Agreement, it was agreed (amongst other matters) that USD 25,000 be paid to NASM in the form of shares in the Company, the price per share to be the weighted average share price over the 5 days of trading prior to 9 March 2022. The Company and NASM have agreed that the number of New Shares to be issued to NASM is 603,981; and

(b)  On 27 April 2022, the Company entered into an agreement with the Supplier for the provision of services to the Company (the “Supplier Agreement”). Under the terms of the Supplier Agreement, it was agreed (amongst other matters) that GBP 30,000 be paid to the Supplier in the form of shares in the Company, that the price per share to be the mid-price on 27 April namely £0.0265 per share, and that the number of New Shares to be issued to the Supplier is 1,132,075. 

Admission and Total Voting Rights 

Application will be made for the 1,736,056 New Shares, which will rank pari passu in all respects with the existing ordinary shares of the Company, to be admitted to the Standard List segment of Official List and to trading on the main market of the London Stock Exchange plc, which is expected to occur on or around 8.00 a.m. on 10 June 2022 (“Admission”). Upon Admission, the total number of issued shares and the total number of voting rights in the Company will be 1,271,423,593.

The above figure of 1,271,423,593 should be used by shareholders in the Company 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 share capital of the Company under the Financial Conduct Authority’s Disclosure Guidance and Transparency Rules.

The Directors of the Company accept responsibility for this announcement.

#ORPH Open Orphan – Completion of Nominated Adviser due diligence

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, announces that further to the appointment of Liberum Capital Limited (“Liberum”) as its Nominated Adviser and Joint Broker on 28 April 2022, Liberum has confirmed that is has completed its due diligence .

 

For further information please contact:

 

Open Orphan plc

+44 20 7756 1300

Yamin Khan, Chief Executive Officer

Liberum Capital (Nominated Adviser and Joint Broker)

  +44 (0) 20 3100 2000

Ben Cryer / Edward Mansfield / Phil Walker / Will King

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)

Paul McManus / Sam Allen /

Louis Ashe-Jepson

+44 (0)20 7933 8780 or openorphan@walbrookpr.com

+44 (0)7980 541 893 / +44 (0) 7502 558 258 /
+44 (0) 7747 515393  

#POLB Poolbeg Pharma – TR-1: Notification of major interest in shares

POLB

TR-1: S tandard form for notification of major holdings

 

NOTIFICATION OF MAJOR HOLDINGS (to be sent to the relevant issuer and to the FCA in Microsoft Word format if possible) i

1a. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attached ii :

Poolbeg Pharma PLC

1b. Please indicate if the issuer is a non-UK issuer   (please mark with an “X” if appropriate)

Non-UK issuer

2. Reason for the notification (please mark the appropriate box or boxes with an “X”)

An acquisition or disposal of voting rights

X

An acquisition or disposal of financial instruments

An event changing the breakdown of voting rights

Other (please specify)iii:

3. Details of person subject to the notification obligation iv

Name

Schroders PLC

City and country of registered office (if applicable)

London , United Kingdom

4. Full name of shareholder(s) (if different from 3.) v

Name

City and country of registered office (if applicable)

5. Date on which the threshold was crossed or reached vi :

18/05/2022

6. Date on which issuer notified (DD/MM/YYYY):

19/05/2022

7. Total positions of person(s) subject to the notification obligation

% of voting rights attached to shares (total of 8. A)

% of voting rights through financial instruments
(total of 8.B 1 + 8.B 2)

Total of both in % (8.A + 8.B)

Total number of voting rights held in issuer vii

Resulting situation on the date on which threshold was crossed or reached

5.128388%

5.128388%

25,641,941.00

Position of previous notification (if

applicable)

Below Reportable Threshold

Below Reportable Threshold

 



 

 

8. Notified details of the resulting situation on the date on which the threshold was crossed or reached viii

A: Voting rights attached to shares

Class/type of
shares

ISIN code (if possible)

Number of voting rights ix

% of voting rights

Direct

(DTR5.1)

Indirect

(DTR5.2.1)

Direct

(DTR5.1)

Indirect

(DTR5.2.1)

GB00BKPG7Z60

25,641,941.00

5.128388%

SUBTOTAL 8. A

25,641,941.00

5.128388%

B 1: Financial Instruments according to DTR5.3.1R (1) (a)

Type of financial instrument

Expiration
date
 x

Exercise/
Conversion Period
 xi

Number of voting rights that may be acquired if the instrument is

exercised/converted.

% of voting rights

SUBTOTAL 8. B 1

B 2: Financial Instruments with similar economic effect according to DTR5.3.1R (1) (b)

Type of financial instrument

Expiration
date
 x

Exercise/
Conversion Period
 xi

Physical or cash

settlement xii

Number of voting rights

% of voting rights

 

SUBTOTAL 8.B.2



9. Information in relation to the person subject to the notification obligation (please mark the

applicable box with an “X”)

Person subject to the notification obligation is not controlled by any natural person or legal entity and does not control any other undertaking(s) holding directly or indirectly an interest in the (underlying) issuer xiii

Full chain of controlled undertakings through which the voting rights and/or the
financial instruments are effectively held starting with the ultimate controlling natural person or legal entity
 xiv (please add additional rows as necessary)

X

Name xv

% of voting rights if it equals or is higher than the notifiable threshold

% of voting rights through financial instruments if it equals or is higher than the notifiable threshold

Total of both if it equals or is higher than the notifiable threshold

Schroders PLC

Schroder Administration Limited

Schroder Wealth Holdings Limited

Schroder & Co. Limited

Schroders PLC

Schroder Administration Limited

Schroder International Holdings Limited

Schroder Investment Management Limited

 

10. In case of proxy voting, please identify:

Name of the proxy holder

The number and % of voting rights held

The date until which the voting rights will be held

11. Additional information xvi

Place of completion

London

Date of completion

19/05/2022

#SVML Sovereign Metals – ASX Trading Halt

Sovereign Metals Limited (ASX:SVM; AIM:SVML) (Sovereign or the Company) advises that today the Company requested an immediate voluntary trading halt in its shares on the Australian Securities Exchange (ASX), pending an announcement regarding a capital raising.

The Company has requested that the trading halt remain until the earlier of an announcement to the market regarding the above or the opening of trade on ASX on 2 May 2022.

Trading in the Company’s ordinary securities will continue to trade as normal on AIM during this period.

 

ENQUIRIES

Dr Julian Stephens (Perth)
Managing Director

+61(8) 9322 6322

Sam Cordin (Perth)
+61(8) 9322 6322

Sapan Ghai (London)
+44 207 478 3900

 

 

Open Orphan #ORPH – Proposal to purchase Poolbeg Pharma shares from distribution in specie shareholders

Open Orphan (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 £1.6m 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 £1.6m 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 £1.6m 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 £1.6m 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. £20.9m 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)

Paul McManus / Sam Allen / Louis Ashe-Jepson

+44 (0)20 7933 8780 or openorphan@walbrookpr.com

+44 (0)7980 541 893 / +44 (0) 7502 558 258 / +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® 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

#KDNC Cadence Minerals – Director Share Purchases

Cadence (AIM:KDNC), the mining investment company, announces that on the 8 April the following director purchased ordinary shares in the Company.

Director

Position

Number of ordinary shares acquired

Price paid per share (£)

Kiran Morzaria

Director & CEO

54,422

0.1837

After this acquisition and the transfer of the Employee Benefit Trust (“EBT”) shares under the 2021 share incentive scheme which vested and were announced on the 30 June 2021 and 14 January 2022 , the total notifiable share interest in the Company for the directors is as follows

Director

Position

Total holding of ordinary shares

Kiran Morzaria

Director & CEO

1,326,422

Donald Strang

Finance Director

957,545

Andrew Suckling

Non-Executive Chairman

381,602

Adrian Fairbourn

Non-Executive Director

731,005

 

– Ends –

 

For further information:

Cadence Minerals plc

  +44 (0) 7879 584153

Andrew Suckling

Kiran Morzaria

WH Ireland Limited (NOMAD & Broker)

    +44 (0) 207 220 1666

James Joyce

Darshan Patel

Novum Securities Limited (Joint Broker)

   +44 (0) 207 399 9400

Jon Belliss

#ORPH Open Orphan – Open Orphan plc distribution in specie of Poolbeg Pharma plc shares – FAQ

Open Orphan

When will I receive my share certificate?

The Poolbeg Pharma shares received are subject to a lock-up period that ends on 19 April 2022. Within 14 days of that date, shareholders will be sent a certificate for their distribution in specie shares. Shareholders will then have the option to dematerialise the shares and hold via CREST.

If your Open Orphan plc 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 your broker who can add these to your account.

There has been some confusion among some investors enquiring whether these locked-up distribution in specie shares can currently be traded. Please note that these shares cannot yet be traded because they have not yet been transferred from the nominee (Croft Nominees Ltd) where they are being held in trust during the lock-up period. After the end of the lock-up period when the shares have been transferred, they will then be fully tradeable like any other public company share.

Why aren’t the shares in my online trading account?

As explained above, during the lock-up period the legal title to the shares are held by Croft Nominees Limited. The underlying shareholders retain the beneficial ownership of the shares. Shareholders with online trading accounts should see their future entitlement on their online platform but they cannot be traded and will show no value until after the end of the lock-up period when the shares will be transferred.

Therefore, as per above, you cannot trade shares that you are not yet in receipt of, but after the end of the lock-up period when the shares have been transferred, they will be fully tradeable like any other public company share.

Who are Croft Nominees Limited?

Croft Nominees Limited, is an entity controlled by the lawyers to Open Orphan and Poolbeg Pharma, DAC Beachcroft. DAC Beachcroft were appointed by Open Orphan and Poolbeg Pharma to act as custodian for the nine-month post IPO lock-up of Poolbeg Pharma shares. This appointment is to help facilitate the practical enforcement of the lock-up restrictions.

Within 14 days post the end of the lock-up, Croft Nominees will no longer hold any of these shares, as their sole function was to act as a holding nominee which is standard practice in these types of transactions.

Why is there a lock-up period?

The lock-up period is intended to contribute to the creation of an orderly market for a period after Poolbeg Pharma’s admission to trading on AIM. Poolbeg Pharma’s admission to AIM took place on 19 July 2021. Such lock-up periods can vary from 3, 6, 9, or 12 months in length and the Company took the decision to lock-up shareholders for a 9-month period.

Will there be tax on the distribution in specie shares?

The following comments are intended only as a general guide, shareholders are encouraged and recommended to seek their own financial tax advice.

A. UK resident shareholders:  The distribution in specie shares issued to shareholders as part of the demerger from Open Orphan are treated as a distribution for UK tax purposes, which could be taxable as dividend income. However, as advance clearance for a statutory demerger was obtained from HMRC, the distribution is exempt for UK income tax purposes, and hence there should be no UK income tax liabilities for UK resident shareholders upon receipt of these distribution in specie shares.

Disposal of the distribution in specie shares by UK resident shareholders will be subject to capital gains tax if a chargeable gain is made. The capital gains tax base cost is close to nil (0), therefore nearly the full consideration will be subject to capital gains tax.

There has been some confusion around the base cost and some shareholders thought that the base cost for these shares might be 6p, however, we can clarify that the base cost for capital gains purposes is close to nil because no consideration was paid for the receipt of these shares.

B. UK resident shareholders with shares held in an ISA:

Open Orphan plc and Poolbeg Pharma plc ordinary shares are ISA qualifying investments.

The Company can confirm based on advice received that if a shareholder held Open Orphan plc shares in an ISA account on the ex-dividend date (17 June 2021), the resulting Poolbeg Pharma distribution in specie shares should be directed to and held in your ISA account after 19 April 2022 when they are released from lock-up. This dividend income received into your ISA is treated the same way as any other exempt income that was generated from your ISA qualifying investment.

As with all ISA held shares, should you sell your dividend in specie Poolbeg shares, there will be no tax payable if the proceeds remain within your ISA account.

In addition, if these distribution in specie Poolbeg shares remain within the ISA, they do not form part of the £20k annual ISA allowance as they result from a distribution from an existing ISA shareholding.

We fully understand that there had been some confusion among some of our investors and also potentially among some of the ISA online account managers, but we can confirm that shareholders should have no issue retaining Poolbeg Pharma dividend in specie shares within a qualifying ISA account.

C. Ireland resident shareholders: Advice has been obtained from professional advisors in Ireland who have confirmed that there should be no Irish income tax liabilities as a result of the issue of the distribution in specie shares as part of the demerger. The receipt of dividends could be subject to Irish income tax, and independent advice should be sought.

Disposal of the distribution in specie shares by Irish resident shareholders will be subject to capital gains tax if a chargeable gain is made. The capital gains tax base cost is close to nil, therefore nearly the full consideration will be subject to capital gains tax. There has been some confusion around the base cost and some shareholders thought that the base cost for these shares might be 6p, however, we can clarify that the base cost for capital gains purposes is close to nil because no consideration was paid for the receipt of these shares.

D. Non-UK and Non-Irish resident shareholders: May be subject to tax on dividend income under any law to which they are subject to outside the UK. In addition, they may be subject to tax on a future disposal of shares under any law to which they are subject to outside the UK. Such shareholders should consult their own tax advisers concerning their tax liabilities.

What is the base cost for tax purposes if distribution in speice Poolbeg Pharma shares which are not held in an ISA?

If a UK resident shareholder sells their Poolbeg Pharma distribution in specie shares there will be capital gains tax payable, however as stated above, there will be no income tax due on receipt on these shares. The base cost for capital gains calculation purposes will close to nil (0), therefore nearly the full consideration will be subject to capital gains tax.

There has been some confusion around the base cost and some shareholders thought that the base cost for these shares might be 6p, however, we can clarify that the base cost for capital gains purposes is close to nil because no consideration was paid for the receipt of these shares.
Please note, no capital gains or other tax will be due until the taxpayer sells the Poolbeg Pharma shares in the first instance.

How does general meeting voting work for distribution in speice shareholders?

Poolbeg Pharma and Croft Nominees Limited have organised for distribution in specie shareholders to vote in its upcoming AGM via Poolbeg Pharma’s share registrars, SLC Registrars Limited. Shareholders have been sent a Form of Direction to vote which should be returned to the registrars. This document and all other documents relating to the AGM can be found here: https://www.poolbegpharma.com/investors/documents/ 

How many shares are received for holdings in Open Orphan?

Open Orphan shareholders who were on the register at close of business on 17 June 2021 were allocated shares using a ratio of 1 Poolbeg Pharma share for every 2.98 ordinary shares held in Open Orphan.

What is the ongoing relationship between Open Orphan and Poolbeg Pharma?

Open Orphan and Poolbeg Pharma are non associated companies that are run independently of each other, both are listed on the AIM market of the London Stock Exchange with independent boards and management teams. There is a number of cost synergies including shared office space and shared staff costs.

For further information, please read the following demerger update announced by Open Orphan on 17 June 2021:
https://www.investegate.co.uk/open-orphan-plc–orph-/rns/demerger-update/202106170700091713C/

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