. - Malin PLC

Pre-Admission Announcement
ESM Schedule 1
Announcement to be made by the ESM Applicant prior to admission in accordance with
rule 2 of the ESM Rules for Companies
All Applicants must complete the following
Company name
Malin Corporation plc (“Malin” or the “Company”)
Company registered address and if different, company trading address (including postcodes)
2 Harbour Square,
Crofton Road,
Dun Laoghaire,
Co. Dublin,
Ireland
Country of incorporation
Ireland
Company website address containing all information required by rule 26 in the ESM Rules
for Companies
www.malinplc.com (from Admission)
Company business (including main country of operation) or, in the case of an investing company,
details of its investing strategy. If the admission is sought as a result of a reverse takeover under
rule 14 of the ESM Rules for Companies, this should be stated
Malin is a newly established, Irish incorporated public limited company. Its purpose is to
create shareholder value through the selective long-term application of capital and
operational expertise to private, pre-IPO, pre-trade sale operating businesses in dynamic
and fast growing segments of the life sciences industry. Malin will focus its efforts on
acquiring majority or significant minority equity positions in companies with post
investment valuations in the $10 million to $250 million range, and post acquisition, on
building optimal long term value.
Malin intends to build a stable of assets across the life science sector and will broadly
categorise its interest in the life sciences industry across therapeutics, devices and
diagnostic market segments.
The Company has already entered into acquisition and investment agreements or binding
heads of agreement with seven companies (“Initial Acquisitions and Investments”) which
meet its criteria with total committed expenditure in respect of these Initial Acquisitions and
Investments of approximately €100 million with a further amount of up to approximately €120
million of follow-on investment options or investments subject to contingent commitments.
It is intended that the Initial Acquisitions and Investments will be completed as soon as
practicable following Admission. Malin will also seek to make a number of further
acquisitions and investments post its flotation.
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The following is a broad overview of the assets being acquired as part of the Initial
Acquisitions and Investments:
•
Viamet: a novel small molecule drug development platform targeting metalloenzymes;
therapeutic applications include dermatology, women’s health and multiple orphan/rare
diseases. Fellow shareholders include Novartis Venture Fund, Lilly Ventures and Woodford
Investment Management.
•
Kymab: a spin-out from The Wellcome Trust Sanger Institute in Cambridge, UK; focused on
the development of a broad pipeline of fully human monoclonal antibody therapeutics via its
proprietary Kymouse™ platform; current investors are The Bill and Melinda Gates Foundation
and The Wellcome Trust.
•
Novan: a nitric oxide based drug development platform with broad therapeutic applications;
lead product candidate is in late-stage clinical development in the field of dermatology;
additional applications may include infectious disease and oncology.
•
Xenex: a marketed, next-generation, automated robotic disinfection device, effective against
a wide range of bacteria and viruses associated with hospital acquired infections. The recent
Ebola virus outbreak has increased demand for more effective disinfection systems.
•
Emba Medical: a novel vascular embolisation system device; regulatory filings for lead
product in U.S. expected Q1 2015 and in EU in Q2 2015. Fellow shareholders include
Woodford Investment Management.
•
An2H Discovery: an innovative drug discovery company, targeting Ubiquitin Proteasome
Pathway System (UPS) dysfunction implicated in cancers, neurodegenerative, metabolic and
cardiovascular diseases.
•
Serenus: a Pan African biopharmaceutical commercial and distribution platform; capabilities
will include targeted and specific late-stage drug development as well as broad in-licensing,
registration and commercialisation of therapies approved in other territories. Malin’s head office is in Dublin, Ireland with subsidiary offices located in New Haven,
Connecticut and Durham, Research Triangle, North Carolina, USA.
Details of securities to be admitted including any restrictions as to transfer of securities (i.e. where
known, number of shares, nominal value and issue price to which it seeks admission and the
number and type to be held as treasury shares)
The total number of ordinary shares of nominal value €0.001 each (“Ordinary Shares”) to be
admitted to ESM is 32,387,143.
The issue price of each Ordinary Share is €10.00.
There are no shares to be held in treasury.
There are no restrictions on the transfer of securities to be admitted.
Capital to be raised on admission (if applicable) and anticipated market capitalisation on admission
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€302 million is to be raised on Admission through the placing of 30,207,167 new Ordinary
Shares*
The anticipated market capitalisation of the Company on Admission is approximately €323.8
million (based on the issue price)
*A further amount of a maximum €28 million has also been committed at the issue price subject to certain
conditions. Ordinary Shares in respect of these additional commitments will not be issued or admitted to the
ESM at Admission.
Percentage of ESM securities not in public hands on admission
Approximately 44%
Details of any other exchange or trading platform to which securities (or other securities of the
company) are or will be admitted or traded
N/A
Full names and functions of directors and proposed directors (underlining the first name by which
each is known or including any other name by which each is known)
John Given (Non-Executive Chairman)
Dr Adrian Graham Howd (Chief Executive Officer)
Darragh Fergal Lyons (Chief Financial Officer)
George Kelly Martin (Non-Executive Director)
Sean Edward Murphy (Non-Executive Director)
Robert Alexander Ingram (Non-Executive Director)
William (Liam) Francis Daniel (Lead Independent Non-Executive Director)
Owen Patrick Hughes Jr. (Independent Non-Executive Director)
Kieran McGowan (Non-Executive Director)
Full names and holdings of significant shareholders, expressed as a percentage of the issued share
capital, before or after admission (underlining the first name by which each is known or including
any other name by which each is known)
Before Admission:
Name
Brandon Point Enterprises 5 Limited
% Issued Share Capital
98%
After Admission:
After Admission:
Name
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% of Issued Share Capital
Woodford Investment Management - UCITS
19.50%
ISIF
15.40%
Reedy Creek Investments LLC
13.90%
UK Pension Protection Fund
9.30%
Aviva
7.70%
Brandon Point Enterprises 5 Limited
6.90%
Names of all persons to be disclosed in accordance with schedule two, paragraph (h) of the ESM
Rules for Companies
N/A
i
anticipated accounting reference date
31 December
ii
date to which the main financial information in the admission
document has been prepared
iii
31 December 2014
dates by which it must publish its first three reports pursuant to Rules
18 and 19 in the ESM Rules for Companies
(a) 30 September
2015 (in respect of 6
months ended 30
June 2015);
(b) 30 June 2016 (in
respect of year
ended 31 December
2015); and
(c) 30 September
2016 (in respect of 6
months ended 30
June 2016)
Expected admission date
25 March 2015
Name and address of ESM Adviser
Davy Corporate Finance,
Davy House,
49 Dawson Street,
Dublin 2,
Ireland
Name and address of broker
Davy
Davy House,
49 Dawson Street,
Dublin 2,
Ireland
Other than in the case of a quoted Applicant, details of where (postal or internet address) the
admission document will be available from, with a statement that this will contain full details about
the Applicant and the admission of its securities
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Copies of the admission document will be available for download at www.malinplc.com
from the date of admission. The admission document will contain full details about the
applicant and the admission of its securities.
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Date of notification
20 March2015
New/update (see note):
Update