Proposal to Purchase Shares from Distribution in Specie Shareholders
New Investors offer to purchase distribution in specie shares ahead of end of lock-up period
Strong investor demand is clear vote of confidence in Poolbeg’s prospects
11 April 2022 – Poolbeg Pharma (AIM: POLB, OTCQB: POLBF, ‘Poolbeg’ or the ‘Company’), a clinical stage infectious disease pharmaceutical company with a unique capital light clinical model, announces that a number of new investors (“New Investors”) have expressed interest in acquiring up to £1.6m of Poolbeg Pharma plc shares which are currently locked-up and held in trust by Croft Nominees Limited (“Croft”) as a result of the distribution in specie from Open Orphan plc (“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. There is strong demand from these New Investors in acquiring shares in the Company, with the largest individual investor being an experienced life science investor. 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 the Company’s prospects as it enters an extremely exciting phase of its development with its first 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. Poolbeg ended 2021 well capitalised with a strong cash balance of £20.9m so it is important to note that the Company is not raising any new funds as part of this process and, as such, there will be no dilution of existing shareholders.
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, and the Company recognises that many distribution in specie shareholders are committed to holding their shares long term. 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. A copy of the letter to distribution in specie shareholders can be found on the Company’s website here and an FAQ is available here .
The Directors are delighted by the clear vote of confidence being given by these New Investors in the Company and are confident that many of the existing distribution in specie shareholders will remain invested in the Company going forward based on the multiple value inflection points expected in 2022 and beyond combined with the positive developments and significant progress on its strategy since its IPO in July 2021 including:
• Progressing the clinical development of its POLB 001 programme for severe influenza which is due to commence in June 2022 with first data from its forthcoming LPS human challenge clinical trial expected before the end of 2022 at which point the Company aims to rapidly monetise by partnering or out licensing the asset to pharma / biotech for further development;
• Delivering on its plans to leverage its proprietary databank of human challenge study derived disease progression data to identify new pharmaceutical assets using artificial intelligence (AI), by signing deals with two leading AI firms. Preliminary outputs from the RSV Artificial Intelligence Discovery Programme are expected in H2 2022;
• Obtained licensed access to use micro- and nanoencapsulation technology to develop oral vaccines for multiple disease indications;
• In-licenced a first-in-class, intranasally administered RNA-based immunotherapy for respiratory virus infections (POLB 002) to its portfolio;
• Signed an option to licence a vaccine against the tropical and subtropical disease Melioidosis (POLB 003), while also evaluating a further 5 bacterial vaccine candidates; and
• Successfully commenced trading on the OTCQB market in the US in March 2022, a first step towards its ambition and strategy to dual-list on a national securities exchange in the US, such as Nasdaq, subject to meeting their listing requirements.
Cathal Friel, Chairman at Poolbeg Pharma said: “We are delighted to see this significant interest from new investors in committing to purchase up to £1.6mof the distribution in specie shares at the market price the day before this announcement, Friday 8 April 2022, which was 5.9 pence. Coming mainly from high-net-worth family offices, our new investors have shown great interest in the Poolbeg story, our significant progress since IPO, and our capabilities in developing novel infectious disease products utilising our unique cost-effective model. The Company is well capitalised with c. £20.9m at year end 2021, and given its capital light business model is therefore well funded with a long cash runway.”
“This arrangement has followed significant efforts from the Poolbeg team to help widen our investor base, increase future liquidity, and maximise shareholder value over the long-term. Due to the nature of the lock-up period, which was designed to allow for an orderly market following our 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.”
“As outlined previously, we have started to put in place a number of strategic initiatives so as to widen our investor base, help drive future liquidity and build shareholder value for the long term. These include todays proposal to locked-up distribution in specie shareholders following strong demand from new investors, our recent commencement to trading on OTCQB market in the US. We also received permission at the annual general meeting on 4 April 2022 for potential future buybacks using the Company’s funds should it be in the best interest of all shareholders.”
“We have made excellent progress post IPO and I am confident that the Company has a very bright future.”
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.
The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014 (as implemented into English law) (“MAR”). With the publication of this announcement via a Regulatory Information Service, this inside information is now considered to be in the public domain.
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Poolbeg Pharma Plc
Jeremy Skillington, CEO
Ian O’Connell, CFO
+44 (0) 207 183 1499