Open Orphan plc (LON:ORPH), a rapidly growing specialist pharmaceutical services clinical research organisation (CRO) and a world leader in vaccine and antiviral testing using human challenge clinical trials, has announced that, further to previous announcements, it proposes to make a distribution in specie of the entire issued share capital of its wholly-owned subsidiary Orph Pharma IP Company Limited to Poolbeg Pharma Limited, in return for the issue of new shares by Poolbeg to shareholders of Open Orphan on the register at close of business on 17 June 2021.
The approval of Open Orphan shareholders to such distribution in specie was granted at Open Orphan’s general meeting held on 29 April 2021.
It is expected that Open Orphan ordinary shares will be marked “ex rights” at 8.00 a.m. on 16 June 2021.
It is also expected that the board of Open Orphan will convene formally to make such distribution in specie on 18 June 2021 and that Relevant Shareholders will receive one Poolbeg Share for every 2.98 ordinary shares held in the Company, with resultant entitlements rounded down to the nearest whole number. Prior to the making of the distribution in specie, Open Orphan and Poolbeg intend to enter into a demerger agreement providing for the issue of the Poolbeg Shares to Relevant Shareholders in return for the distribution in specie of the entire issued share capital of Orph Pharma to Poolbeg.
Further to the Company’s announcement of 13 April 2021, the board of Open Orphan has determined that if and when the Poolbeg Shares are admitted to trading on AIM Relevant Shareholders who receive Poolbeg Shares will not be permitted to sell, transfer or deal in such Poolbeg Shares for a period of 9 calendar months. Accordingly, Open Orphan and Poolbeg have appointed Croft Nominees Limited to hold the legal title to the Poolbeg Shares from the date on which the distribution in specie is effected until the date which is 9 months from Admission.
Croft has agreed to hold on trust on behalf of Relevant Shareholders, the beneficial owners of the Poolbeg Shares, an omnibus share certificate representing all the Poolbeg Shares until the end of the Lock-up Period and to take certain limited actions with respect to the Poolbeg Shares. Following the expiry of the Lock-up Period Croft will deliver the share certificate to Poolbeg’s registrar and will execute stock transfer forms to transfer the Poolbeg Shares to Relevant Shareholders based on a schedule to be provided to Croft by Poolbeg, and upon the registration of such Relevant Shareholders (or their respective personal representative, nominee or successor in title) as legal holders of such shares, Croft will be released from its obligations in relation to such trust arrangements.
In the event of a general meeting of Poolbeg during the Lock-up Period, Poolbeg will arrange for its registrar to contact Relevant Shareholders to ascertain how (if at all) they wish to vote. Croft will then complete a proxy form reflecting the voting intentions as so communicated to Poolbeg’s registrar. However, following the issue of the Poolbeg Shares to Relevant Shareholders, and given the passing of the resolutions at the general meeting of the Company on 29 April 2021, the board of Open Orphan intends to instruct Croft to vote the Poolbeg Shares in favour of resolutions to re-register Poolbeg as a public limited company and adopt appropriate public company articles of association.
It is intended that Relevant Shareholders will receive a letter informing them of their beneficial holdings of Poolbeg Shares shortly after the issue of the Poolbeg Shares.
Following the Lock-up Period, Relevant Shareholders (or their respective personal representative, nominee or successor in title) will receive individual registrations in respect of their Poolbeg Shares.
The anticipated timetable for the proposed Open Orphan distribution in specie is:
| Open Orphan ordinary shares marked as ex rights | 8.00 a.m. on 16 June 2021 |
| Record date for the distribution in specie | Close of business on 17 June 2021 |
| Distribution in specie effected | 18 June 2021 |
| Registration of Poolbeg Shares in the name of Croft Nominees Limited | Upon issue on 18 June 2021 |
A copy of the undertaking in relation to Croft Nominees Limited acting as legal holder of the Poolbeg Shares will be made available in due course via the investor section of the Company’s website.
Notice of Results
The Board expects to release the Company’s audited results for the year ended 31 December 2020 on 17 June 2021. It also expects, at the same time, to update shareholders on the progress of the anticipated admission to trading on AIM of Poolbeg.
