Antisoma plc : Schedule 1 update - Antisoma Plc

RNS Number : 0710V

AIM

05 January 2012

ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM RULES")

COMPANY NAME:

Antisoma plc

Mitre House, 160 Aldersgate Street, London, EC1A 4DD

COUNTRY OF INCORPORATION:

England

COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:

www.antisoma.com

COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING POLICY).  IF THE ADMISSIONIS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED:

The directors of Antisoma plc (the "Company") (the "Directors") expect the Company to be classified as an investing company upon the Admission of its ordinary shares to AIM. In anticipation of this, the shareholders of the Company approved a formal investing policy at a general meeting on 7 December 2011. Details of the investing policy are set out below: The Directors intend to identify investment opportunities offering the potential to deliver a favourable return to the Company's shareholders over the medium term, primarily in the form of a capital gain. A particular consideration will be to identify businesses which, in the opinion of the Directors, are under-performing and present opportunities for value creation. The Company's equity interest in a potential investment may range from a minority position to 100 per cent. ownership and the interest may be either quoted or unquoted. The Directors intend to be active investors and to assist in the strategic development and growth of significant acquisitions and/or investments made by the Company. The acquisitions or investments may be funded from existing cash resources, by the issue of new ordinary shares or with debt, or a combination thereof, as the Directors deem appropriate. It is anticipated that returns to shareholders will be delivered principally through capital growth rather than capital distributions via dividends, although it may become appropriate to distribute funds to shareholders once the Company's investments mature. The Directors are at an early stage of screening potential opportunities but have not, at this stage, commissioned any due diligence nor entered into any firm commitment in connection with any acquisitions or investments. Initial due diligence will be carried out by the Directors who may subsequently commission third party due diligence as appropriate.

DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFEROF THE SECURITIES (i.e. where known, number and type of shares, nominal value and issue price to which it seeks admission and the number and type to be held as treasury shares):

639,360,364 ordinary shares of 1 pence each

CAPITAL TO BE RAISED ON ADMISSION (IF APPLICABLE) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:

No capital to be raised on admission Anticipated market capitalisation on admission: £11.67million

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

36.45%

DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORMTO WHICH THE AIM COMPANY HAS APPLIED OR AGREED TO HAVE ANY OF ITS SECURITIES (INCLUDING ITS AIM SECURITIES) ADMITTED OR TRADED:

N/A

FULL NAMES AND FUNCTIONS OF DIRECTORSAND PROPOSED DIRECTORS (underlining the first name by which each is known or including any other name by which each is known):

Michael (Mike)George Pappas -  Non-Executive Chairman (Leventis representative) DaleBoden - Non-Executive Director Ross Andrew Hollyman - Non - Executive Director Michael (Mike)Anthony Bretherton - Finance Director (ORA representative)

FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERSEXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER ADMISSION (underlining the first name by which each is known or including any other name by which each is known):

Before Admission Post Admission* ORA (Guernsey) Limited 29.06% ORA (Guernsey) Limited 29.06% BVF Partners 7.00% BVF Partners 7.00% Leventis Holding SA 6.94% Leventis Holding SA 6.94% Henderson Global Investors 4.82% Henderson Global Investors 4.82% * Holdings post admission based on latest available information. Shares in Antisoma plc are currently traded on the UKLA Official List and shareholders may buy or sell shares between the date of this announcement and admission.

N/A

(i)         ANTICIPATED ACCOUNTING REFERENCE DATE (ii)        DATE TO WHICH THE MAIN FINANCIAL INFORMATIONIN THE ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited interim financial information) (iii)       DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND 19:

(i)               30 June (ii)              N/A - Existing issuer moving from the Official List (iii)             Half yearly report for the 6 months to 31 December 2011 - 31 March 2012 Annual report for the 12 months to 30 June 2012 - 31 December 2012 Half yearly report for the 6 months to 31 December 2012 - 31 March 2013

EXPECTED ADMISSION DATE:

11 January 2012

NAME AND ADDRESS OF NOMINATED ADVISER:

Altium Capital Limited 30 St James's Square, London, SW1Y 4AL

NAME AND ADDRESS OF BROKER:

W H Ireland Limited 24 Martin Lane, London, EC4R 0DR

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:

N/A

DATE OF NOTIFICATION:

5 January 2012

NEW/ UPDATE:

Update

QUOTED APPLICANTS MUST ALSO COMPLETE THE FOLLOWING:

THE NAME OF THE AIM DESIGNATED MARKETUPON WHICH THE APPLICANT'S SECURITIES HAVE BEEN TRADED:

UKLA Official List

THE DATE FROM WHICH THE APPLICANT'S SECURITIES HAVE BEEN SO TRADED:

16 December 1999

CONFIRMATION THAT, FOLLOWING DUE AND CAREFUL ENQUIRY, THE APPLICANT HAS ADHERED TO ANY LEGAL AND REGULATORY REQUIREMENTS INVOLVED IN HAVING ITS SECURITIES TRADED UPON SUCH A MARKET OR DETAILS OF WHERE THERE HAS BEEN ANY BREACH:

Confirmed

AN ADDRESS OR WEB-SITE ADDRESS WHERE ANY DOCUMENTS OR ANNOUNCEMENTS WHICH THE APPLICANT HAS MADE PUBLIC OVER THE LAST TWO YEARS (IN CONSEQUENCE OF HAVING ITS SECURITIES SO TRADED) ARE AVAILABLE:

www.antisoma.com

DETAILS OF THE APPLICANT'S STRATEGY FOLLOWING ADMISSION INCLUDING, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING STRATEGY:

The Directors intend to identify investment opportunities offering the potential to deliver a favourable return to shareholders over the medium term, primarily in the form of a capital gain. A particular consideration will be to identify businesses which, in the opinion of the Directors, are under-performing and present opportunities for value creation. The Company's equity interest in a potential investment may range from a minority position to 100 per cent. ownership and the interest may be either quoted or unquoted. The Directors intend to be active investors and to assist in the strategic development and growth of significant acquisitions and/or investments made by the Company. The acquisitions or investments may be funded from existing cash resources, by the issue of new ordinary shares or with debt, or a combination thereof, as the Directors deem appropriate. It is anticipated that returns to shareholders will be delivered principally through capital growth rather than capital distributions via dividends, although it may become appropriate to distribute funds to shareholders once the Company's investments mature.

A DESCRIPTION OF ANY SIGNIFICANT CHANGE IN FINANCIAL OR TRADING POSITION OF THE APPLICANT, WHICH HAS OCCURRED SINCE THE END OF THE LAST FINANCIAL PERIOD FOR WHICH AUDITED STATEMENTS HAVE BEEN PUBLISHED:

No significant change since 30 June 2011, the end of the last financial period for which audited statements have been published.

A STATEMENT THAT THE DIRECTORS OF THE APPLICANT HAVE NO REASON TO BELIEVE THAT THE WORKING CAPITAL AVAILABLE TO IT OR ITS GROUP WILL BE INSUFFICIENT FOR AT LEAST TWELVE MONTHS FROM THE DATE OF ITS ADMISSION:

The Directors have no reason to believe that the working capital available to the Company will be insufficient for at least 12 months from the date of its admission.

DETAILS OF ANY LOCK-IN ARRANGEMENTS PURSUANT TO RULE 7 OF THE AIM RULES:

N/A

A BRIEF DESCRIPTION OF THE ARRANGEMENTS FOR SETTLING THE APPLICANT'S SECURITIES:

Ordinary shares that are held in uncertificated form will continue to be held and dealt through CREST. Share certificates representing those ordinary shares held in certificated form will continue to be valid and no new share certificates will be issued.

A WEBSITE ADDRESS DETAILING THE RIGHTS ATTACHING TO THE APPLICANT'S SECURITIES:

www.antisoma.com

INFORMATION EQUIVALENT TO THAT REQUIRED FOR AN ADMISSION DOCUMENT WHICH IS NOT CURRENTLY PUBLIC:

Due to the size of ORA (Guernsey) Limited's shareholding, the Company and ORA (Guernsey) Limited ("ORA") will enter into a relationship agreement pursuant to which ORA agrees: a) to exercise its rights as a shareholder to ensure that all transactions, relationships and agreements between the Company and ORA or any associate are on arm's length terms; b) that neither it nor its associates will acquire, agree to acquire or announce any intention to acquire shares in the Company which take it to a level of 30% or more nor make a general offer for all or part of the share capital of the Company, except that this will not prevent acceptance by ORA or its associates of a general offer made to shareholders of the Company for their ordinary shares; c) to give the Company two days notice of any intention of ORA, or an associate, to dispose of any interest in the share capital of the Company which would reduce ORA and its associates' aggregate shareholding to less than 25 per cent.; d) to procure (as far as it is able) that Non-Independent Directors (as defined in the agreement and being, at admission, Michael Bretherton for the purposes of the relationship agreement) do not vote at a board meeting of the Company on any resolution relating to any proposed contract or arrangement with ORA and/or its associates; and e) to procure (so far as it is able) that it will not vote at meetings of shareholders of the Company on any resolution relating to any proposed contract or arrangement with ORA and/or its associates. The agreement will be effective for so long as ORA, together with its associates, hold (whether directly or indirectly) in aggregate, shares in the capital of the Company representing 25 per cent. or more of the Company's entire issued ordinary share capital. In addition, ORA and the Company will, effective upon admission to AIM, enter into a consultancy agreement for the provision of Michael Bretherton's services as Finance Director and various other administrative functions.

A WEBSITE ADDRESS OF A PAGE CONTAINING THE APPLICANT'S LATEST ANNUAL REPORT AND ACCOUNTS WHICH MUST HAVE A FINANCIAL YEAR END NOT MORE THEN NINE MONTHS PRIOR TO ADMISSION AND INTERIM RESULTS WHERE APPLICABLE.  THE ACCOUNTS MUST BE PREPARED IN ACCORDANCE WITH ACCOUNTING STANDARDS PERMISSIBLE UNDER AIM RULE 19:

www.antisoma.com

THE NUMBER OF EACH CLASS OF SECURITIES HELD IN TREASURY:

There are no shares currently held in treasury

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