Open Orphan #ORPH – Proposed Placing to raise a minimum of £5 million to fund growth and convert hVIVO proposal pipeline

THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR IN OR INTO ANY OTHER JURISDICTION WHERE TO DO SO WOULD BREACH ANY APPLICABLE LAW OR REGULATION.

THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) IS FOR INFORMATION PURPOSES ONLY AND DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.  THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES OF OPEN ORPHAN PLC IN ANY JURISDICTION WHERE TO DO SO WOULD BREACH ANY APPLICABLE LAW OR REGULATION.

31 January 2020

Open Orphan plc – Proposed Placing and Subscription to raise a minimum of £5 million

Open Orphan plc (ORPH), a rapidly growing specialist pharmaceutical services company which has a focus on orphan drugs, with reference to its announcement of 20 January 2020, is pleased to announce a fundraising to raise a minimum of £5 million (before expenses) (the “Fundraising”) via a conditional placing of new Ordinary Shares (“Placing Shares”) at a price of 6.1 pence per new Ordinary Share (the “Issue Price”) to institutional and other investors (the “Placing”) and a subscription of new Ordinary Shares (“Subscription Shares”) at the Issue Price to institutional and other investors (the “Subscription”).

Fundraising highlights:

–    The Group intends to conduct a conditional Placing and Subscription to raise a minimum of £5 million via the Placing of the Placing Shares at the Issue Price and Subscription of the Subscription Shares at the Issue Price.

–   The Placing is to be conducted by way of an accelerated bookbuild process which will commence immediately following this Announcement and will be subject to the terms and conditions set out in Appendix I to this Announcement.

–   The Company has conditionally raised approximately £1.0 million (before expenses) through the Subscription of 15,631,143 Subscription Shares.

–    The proceeds of the Fundraising receivable by the Group will be used to fund the growth and synergies programme of the Group following completion of the Merger of Open Orphan and hVIVO (the “Merger”).

–    The Issue Price represents a premium of approximately 0.8 per cent. to the closing mid-market price on 30 January 2020, being the latest practicable date before this Announcement.

–    The Fundraising has been underwritten up to £2.5 million by Raglan Capital Limited, an entity controlled by Cathal Friel. Cathal Friel also intends to participate in the Placing.

–    Admission of the Placing Shares and Subscription Shares (the “Fundraising Shares”) to trading on AIM and Euronext Growth (“Admission”) is expected to occur no later than 8.00 a.m. on 6 February 2020 or such later time and/or date as Arden, Davy and the Group agree (being in any event no later than 8.00 a.m. on 28 February 2020).

Cathal Friel, Executive Chairman of Open Orphan commented:  “The Fundraising of £5 million will be used to fund the growth and synergies programme of the business and provide balance sheet strength to convert a strong pipeline of proposals with hVIVO. We are excited by the potential of the combined businesses, which we believe is positioned for profitability, and can deliver substantial returns for our shareholders.”

For further information please contact

Open Orphan plc

Cathal Friel, Executive Chairman                                                                              +353 (0)1 644 0007

Trevor Phillips, Chief Executive Officer                                                                   +44 (0)20 7347 5350

Arden Partners plc (Nominated Adviser and Joint Broker)                           +44 (0)20 7614 5900

John Llewellyn-Lloyd / Benjamin Cryer

Davy (Euronext Growth Adviser and Joint Broker)                                           +353 (0)1 679 6363

Anthony Farrell

Camarco (Financial PR)                                                                                                 +44 (0)20 3757 4980

Tom Huddart / Daniel Sherwen

Additional information

Expected timetable of principal events