# Open Orphan proposed distribution in specie

- Link: https://www.directorstalkinterviews.com/open-orphan-proposed-distribution-in-specie/4121000359
- Published: 2021-06-14T07:11:21+01:00
- Author: Giles

**Open Orphan plc** ([LON:ORPH](https://www.directorstalkinterviews.com/company/open-orphan-plc/orph.l)),
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 (“Relevant Shareholders”).

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.

Share on: