MALIN CORPORATION PLC Malin Raises up to €330 Million Malin

 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT MALIN CORPORATION PLC Malin Raises up to €330 Million Malin to List on the ESM of the Irish Stock Exchange on 25 March 2015 Dublin—Ireland, 20 March 2015: Malin Corporation plc (“Malin” or the “Company”), a newly-­‐
incorporated Irish-­‐based global life sciences company, today announces it has raised up to €330 million made up of committed gross proceeds and additional investment commitments, referred to in further detail below. John Given, Chairman of Malin, said: “We are delighted at the quality of global, UK and Irish investors who have participated in the offering and who share our long-­‐term vision for Malin. This alignment will help us achieve our goal of creating value for shareholders by building a globally significant life sciences company with world class scientific and business leadership from our Irish base.” Dr. Adrian Howd, Chief Executive Officer of Malin, added: “We are very gratified at the level of investor support and commitment we have received in this process. Malin can now deploy capital to our operating businesses and we are excited about future opportunities that will now arise with the completion of the placing. The Malin team look forward to applying our operational expertise to unlock the significant potential and create value for shareholders” Placing Highlights: • Total gross proceeds of approximately €302 million in Placing. • Additional investment commitments of up to €28 million secured (primarily by Woodford Investment Management LLP (“WIM”), on behalf of funds under its management and subject to the achievement of certain conditions by WIM, (further details set out in “Additional Investments” below). • Aggregate of 30,207,167 New Ordinary Shares at a price of €10.00 per share (the “Placing Price”) to be admitted to ESM. • Admission and commencement of dealings (other than in respect of Ordinary Shares which may be issued under the Additional Investments) are expected to take place on the ESM market of the Irish Stock Exchange at 8.00 a.m. on 25 March 2015 (“Admission”) under the ticker MLC and ISIN IE00BVGC3741. • Total issued ordinary share capital on Admission will be 32,387,143 Ordinary Shares and following additional investments will be 35,300,694. Cornerstone and other investors: As part of the Placing, the Company received investment commitments from a number of investors, including WIM (on behalf of funds under its management) and the Ireland Strategic Investment Fund as cornerstone investors: o The Company entered into a cornerstone subscription agreement with WIM, whereby WIM has subscribed (on behalf of funds under its management) for 19.50% of the total issued share capital on Admission. In addition, an entity related to WIM has separately agreed to subscribe for 740,000 New Ordinary Shares for an aggregate subscription price of €7.4 million. o Malin has entered into a cornerstone subscription agreement with the National Treasury Management Agency, as controller and manager of the Ireland Strategic Investment Fund (“ISIF”), pursuant to which ISIF has subscribed for 5,000,000 New Ordinary Shares for an aggregate subscription price of €50 million. • Additional institutional and individual investors comprise many leading figures in the European and global life sciences and investment community, including Aviva and the UK Pension Protection Fund (“PPF”) (each of whom will own over 5% of the Company’s shares on Admission). Additional Investment WIM has entered into a subscription agreement with the Company under which it has conditionally agreed to subscribe for between 2.1% (approximately €7 million) and 6% (approximately €21 million) of the Conditional Enlarged Voting Share Capital (the “WIM Additional Subscription”) subject to conditions including WIM raising additional funds on behalf of its clients. In addition, WIM has agreed (on behalf of funds under its management) that it will, on completion of the WIM Additional Subscription, subscribe for such additional number of Ordinary Shares at the Placing Price as would bring its holding to 19.5% of the Conditional Enlarged Voting Share Capital. Use Of Proceeds The net proceeds will be used to acquire Malin’s interests in the initial seven operating companies (described in the Appendix of this announcement), to fund their future development, to make a number of future acquisitions and investments, and to provide working capital for the Company. For further information, please contact: Davy Corporate Finance (ESM Adviser) Eugenée Mulhern / Daragh O’Reilly Tel: +353 1 679 6363 Malin Media Relations Tel: +353 1 9015717 Jonathan Birt, Sutton Belmont Tel: + 44 7860 361746 2 Appendix Summary information relation to the Placing and listed share capital of Malin at Admission and subsequent to the Additional Investments is set out below. Placing Statistics: Placing Price €10.00 Number of New Ordinary Shares issued pursuant to the Placing 30,207,167 Number of Ordinary Shares in issue following Admission 32,387,143 Gross proceeds of the Placing €302.1 million Estimated net proceeds of the Placing receivable by the Company €290.6 million Estimated market capitalisation at the Placing Price upon Admission €323.8 million ESM Symbol MLC ISIN code IE00BVGC3741 SEDOL code BVGC374 Statistics in relation to the Additional Investments: Placing Price €10.00 Maximum Number of New Ordinary Shares to be issued pursuant to the Additional Investments 2,913,551 Maximum number of Ordinary Shares in issue following completion of the Additional Investments 35,300,694 Maximum gross proceeds of the Additional Investments €27.9 million Estimated net proceeds of the Additional Investments receivable by the Company (based on the maximum share issuance under the Additional Investments) €27.9 million Expected Timetable of Principal Events: Expected date of Admission and commencement of dealings in Ordinary Shares in the 8.00 a.m. on 25 Company expected to commence on ESM March 2015 CREST member accounts credited (where applicable) in respect of the New Ordinary Shares issued in connection with the Placing 8.00 a.m. on 25 • March, 2015 March 2015 Expected latest date for despatch of definitive share certificates (where applicable) in respect of the New Ordinary Shares issued in connection with the Placing 8 April 2015 Expected date of completion of Additional Investments 1 May 2015 Company Overview: Malin is a newly established, Irish incorporated public limited company. Malin will apply its long term capital and proven operational and strategic expertise to a select number of private life science companies. The Company will acquire majority or significant minority equity positions in private, pre IPO, pre trade sale operating businesses in the life sciences industry with post-­‐investment valuations in the $10 million to $250 million range. Through its “hands on” operational involvement, Malin will 3 work with these companies to enable them to reach the full potential of their value proposition and to achieve commercial and sustainable success wherever possible. Malin will broadly categorise its interest in the life sciences industry across therapeutics, devices and diagnostic market segments. Malin has already identified and entered into acquisition and investment agreements or binding heads of agreement with seven operating companies listed below (“Initial Acquisitions and Investments”) which meet its criteria, and has total committed expenditure in respect of these companies 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. Malin will also seek to make a number of further acquisitions and investments post its flotation. 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. Defined terms used in this announcement have the meaning given in the Admission Document being published by the Company today, unless otherwise indicated. IMPORTANT NOTICES This announcement is an advertisement and not an admission document or a prospectus and investors should not subscribe for or purchase any shares referred to in this announcement except solely on the basis of information in the Admission Document to be published by the Company in due course in connection with the Placing and Admission to trading on ESM. 4 The distribution or publication of this announcement, any related documents, and other information in connection with the Admission and Placing may be restricted by law in certain jurisdictions and persons into whose possession this announcement or any document or other information referred to herein are required to inform themselves about, and observe, any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions. Neither this announcement nor any copy of it and the other documents or other information relating to the Admission and Placing may be taken or transmitted into the United States, Australia, Canada or Japan or the Republic of South Africa or to a resident, national or citizen of the United States, Canada, Australia, Japan or the Republic of South Africa. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions. This announcement does not constitute, nor form part of, and should not be construed as, an offer for sale or subscription or solicitation of or invitation to make any offer to buy or subscribe for any securities. Neither this announcement nor any part of it shall from the basis of or be relied on in connection with or act as an inducement to enter into any contract or commitment whatsoever. The information in this announcement is for background purposes only and does not purport to be full or complete. No reliance may or should be placed by any person for any purposes whatsoever on the information contained in this announcement or on its completeness, accuracy or fairness. The information in this announcement is subject to change. The Company's Ordinary Shares have not been and will not be registered under the US Securities Act of 1933, as amended (the 'Securities Act') or under any securities laws of any state or other jurisdiction of the United States or under the applicable securities law of Australia, Canada, Japan or the Republic of South Africa. The Company's Ordinary Shares may not be offered or sold within the United States or to, or for the account or benefit of, U.S. Persons, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws and under circumstances that will not require the Company to register under the U.S. Investment Company Act of 1940 (the U.S. Investment Company Act). The Company has not and will not be registered under the U.S. Investment Company Act, and investors will not be entitled to the benefits of that Act. There will be no public offer of the Ordinary Shares in the United States.The Shares, subject to certain exceptions, may not be offered or sold, directly or indirectly, in or into Australia, Canada, Japan or the Republic of South Africa or to or for the account or benefit, of, any national resident or citizen of such countries. There will be no public offering of the Shares. This announcement is being distributed only to, and is directed at (i) persons in member states of the European Economic Area ("Member States") who are a "Professional Client / Eligible Counterpart" within the meaning of Annex II/Articles 24(2) of MiFID (Directive 2004/39/EC as amended). In addition, this document is only directed at and being distributed: (A) in the United Kingdom, to persons (i) who have professional experience in matters relating to investments and who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order") or (ii) who fall within Article 49 of the Order; (B) in Ireland to qualified investors who are a "Professional Client / Eligible Counterpart" as defined in the European Communities (Markets in Financial Instruments) Regulations 2007; and (C) any other persons to whom it may otherwise be lawfully communicated (together all such persons being referred to as "relevant persons"). The investment or investment activity to which this document relates is available only to such persons. Any person who is not a relevant person should not act or rely on this announcement or any of its contents. It is not intended that this announcement be distributed or passed on, directly or indirectly, to any other class of person and in any event and under no circumstances should persons of any other description rely on or act upon the contents of this document. This announcement is being supplied solely for information and may not be reproduced by, further distributed or published in whole or in part by, any other person. By receiving this announcement you are deemed to warrant to the Company and Davy that you fall within the categories described above and agree to and will comply with the contents of this notice. This announcement may include statements that are, or may be deemed to be "forward-­‐looking statements". These forward-­‐looking statements may be identified by the use of forward-­‐looking terminology, including the terms "believes", "estimates", "plans", "projects", "anticipates", "expects", "intends", "may", "will", "could", or 5 "should" or, in each case, their negative or other variations or comparable terminology, including references to assumptions, or by discussions of strategy, plans, objectives, goals, future events or intentions. Forward-­‐
looking statements may and often do differ materially from actual results. Any forward-­‐looking statement reflect the Company's current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Company's business, results of operations, financial position, liquidity, prospects, growth and strategies. Forward-­‐looking statements speak only as of the date they are made. Subject to any legal or regulatory requirements, the Company expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-­‐looking statements contained in this announcement to reflect any changes in Company's expectations with regard thereto or any change in events, conditions or circumstance on which any such statement is based. Information in this announcement, past performance or any of the documents relation to the Placing, Admission and/or the Shares cannot be relied upon as a guide to future performance. Davy, which is regulated in Ireland by the Central Bank of Ireland, is acting exclusively for the Company in relation to the Davy Placing (as that term is defined in the Admission Document) and Admission and will not regard any other person as its client in relation to the Placing or Admission and will not be responsible to any person other than the Company for providing the protections afforded to its clients or for advising any other person in relation to the Placing or Admission or any transaction or arrangement referred to or information contained in this announcement. None of the Company, Davy or any of their respective affiliates, their respective directors, officers, partners, employees, advisers or agents or advisers or any other person, accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to the truth, accuracy, completeness or fairness of the information or opinions contained in, in this announcement (or whether any information has been omitted from this announcement) or of any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents, or otherwise arising in connection therewith ENDS 6