Subscription of 36,363,636 new Ordinary Shares at a price of 1.1 pence per share to raise gross proceeds of £400,000 Proposed Approval of Waiver of the obligations under Rule 9 of the Takeover Code and Notice of General Meeting

26 April 2019

OKYO Pharma Limited
(Incorporated and registered in Guernsey with registered number 65220)

Subscription of 36,363,636 new Ordinary Shares at a price of 1.1 pence per share to raise gross proceeds of £400,000

Proposed Approval of Waiver of the obligations under Rule 9 of the Takeover Code

and

Notice of General Meeting

OKYO Pharma Limited (LSE:OKYO) (“OKYO” or the “Company”) today announces that:

  • it has conditionally raised gross proceeds of £400,000 by way of a cash Subscription by Panetta for 36,363,636 Subscription Shares at the Subscription Price, such that Panetta will increase its holding from 47.91 per cent. of the Existing Issued Share Capital to 51.29 per cent. of the Enlarged Issued Share Capital immediately following completion of the Subscription;
  • the Subscription Shares will represent approximately 6.94 per cent. of the Existing Issued Share Capital and 6.48 per cent. of the Enlarged Issued Share Capital. The Subscription Price of 1.1 pence represents a discount of approximately 12 per cent. to the Closing Price of 1.25 pence per Ordinary Share and a premium of 10 per cent. to the closing bid price on 25 April 2019, being the last trading day immediately preceding the date of the Subscription Agreement. When issued, the Subscription Shares will be fully paid and will rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid after the date of issue;
  • the Subscription Shares are to be issued with New Subscription Warrants attached on a one for one basis at an exercise price of 1.35 pence each. The New Subscription Warrants are exercisable at any time and for a period of 5 years from date of issue. Accordingly 36,363,636 New Subscription Warrants will be issued in connection with the Subscription;
  • it intends to use the net proceeds of the Subscription towards (i) the completion of the IND-enabling studies in order for the Company to make the IND submission for the Chemerin technology by the first quarter of 2020, and (ii) the associated costs relating to the estimated completion of the pre-clinical studies of BAM-8 by the second quarter of 2019, which would provide a basis for further IND enabling studies;
  • the Subscription is not being underwritten and is conditional (amongst other things) upon the passing of a resolution to approve a Waiver, which has been granted by the Takeover Panel, of certain obligations that would otherwise arise on Panetta in connection with the Subscription pursuant to Rule 9 of the Takeover Code. Shareholder approval of the Whitewash Resolution will be sought at a general meeting of the Company to be held at 10:00 a.m. on 20 May 2019 at the offices of Cooley (UK) LLP, Dashwood, 69 Old Broad Street, London EC2M 1QS;
  • the Company's circular to Shareholders, which is expected to be posted to Shareholders on the date of this announcement along with a Form of Proxy to vote at a General Meeting expected to be convened for 20 May 2019 (the "Circular");
  • applications will be made to the FCA and the London Stock Exchange, respectively, for the Subscription Shares to be admitted to Standard Listing and to trading on the Main Market. Subject to certain conditions, it is expected that Admission will become effective and that dealings in respect of such Subscription Shares will commence at 8:00 a.m. on 21 May 2019; and
  • following the issue of the Subscription Shares, the Company's issued share capital will consist of 560,471,919 Ordinary Shares, with voting rights. This figure may be used by shareholders in the Company as the denominator for the calculation by which they will determine if they are required to notify their interest in, or a change to their interest in, the share capital of the Company under the FCA's DTRs. The Company does not hold any Ordinary Shares in treasury.

About OKYO

OKYO is a UK biotechnology company that focuses on the discovery and development of novel molecules to treat inflammatory eye diseases and chronic pain. In addition to OKYO-0101, the Company is also developing OKYO-0201 for ocular and chronic pain.

End

Enquiries:

OKYO Pharma Limited

Willy Simon

+44 (0)20 7382 8300

Stockdale Securities Limited (Broker)

Andy Crossley

Antonio Bossi

David Coaten

+44 (0)20 7601 6100

For further information, please visit the Company's website at www.okyopharma.com.

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