National Storage Mechanism | Additional information
RNS Number : 6865B
Angelfish Investments PLC
11 June 2021
 

11 June 2021

THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY THE COMPANY TO CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATION (EU) NO. 596/2014, AS AMENDED ("MAR"). ON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE ("RIS"), THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

           Angelfish Investments plc

("Angelfish" or the "Company")

Notice of GM, Board Changes and Co-Investment Agreement with Excalibur Healthcare Services under New Investment Strategy

Change of Corporate Adviser to Peterhouse Capital Limited

 

General Meeting

The Company announces that it has today posted a circular and Notice of General Meeting ("General Meeting") to shareholders of the Company ("Circular") to be held at the offices of Peterhouse Capital Limited at 3rd Floor, 80 Cheapside, London, EC2V 6EE, at 10.30 a.m. on 28 June 2021 at which the Resolutions will be proposed to, inter alia, approve the Proposed Directors, to give the Directors authority to issue the New Ordinary Shares, to amend the Investment Strategy and to change the name of the Company to Igraine PLC.

A copy of the Circular and Notice of General Meeting can be found at the Company's website: http://www.angelfishplc.com

 

Proposed Fundraising

Peterhouse Capital Limited has placed 77,519,230 new Ordinary Shares at a post-consolidated subscription price of £0.025807, raising £2,000,500 before expenses ("the Subscription").

Of the £2,000,500, £1,900,500 (73,644,237 ordinary shares) is conditional upon the approval of the Proposals at the General Meeting and lifting of the current Ordinary Share suspension, and £100,000 will be raised immediately through the immediate issue of 3,874,992,734 ordinary shares.

The existing Director's participation in the Subscription and Options is conditional on the publication of the Company's audited financial results to 31 December 2020 via a Regulatory Information Service provider.

Change of Corporate Adviser

The Company is pleased to announce that Peterhouse Capital Limited has been appointed as the Company's AQSE Growth Market Corporate Adviser & Corporate Broker with immediate effect.

Proposed Board Changes

Subject to the General Meeting Resolutions passing the following Board changes will take place immediately.

Sir Professor Christopher Evans (aged 63) - Executive Chairman

Professor Sir Christopher Evans is the founder and Chairman of Excalibur Group and a renowned scientist and highly successful entrepreneur with numerous prestigious awards and medals for his work over the last 30 years during which time he has built more than 50 medical companies from start-up and floated 20 new medical businesses on stock markets in six different countries. He has created 11 successful academic spin-outs and companies worth over $2.4 billion, and has raised $2.6 billion from disposals. He directed the raising of approximately $450 million for Merlin Biosciences Funds and $2.6 billion from disposals including the sale of BioVex Group, Inc. to Amgen Inc. and Piramed Limited to Roche Group. Through Merlin Ventures Limited, he co-founded and advised Biotech Growth Trust plc. Arakis Limited, one of the companies developed by Chris Evans was sold to Sosei Co. Ltd for $187 million. Chris Evans has founded notable companies such as Chiroscience, Celsis, ReNeuron, Vectura, Biovex and Merlin Biosciences Ltd. Appointed an OBE in 1995 for services to medical bioscience he was knighted in 2001 for services to bioscience and enterprise. Latterly he was founder of Arix Bioscience plc (LSE:ARX), of the oncology specialist Ellipses Pharma Limited and of Excalibur Healthcare Services Ltd.

Stephen "Steve" David Winfield (aged 28) - Executive Director

Stephen Winfield is currently the commercial director and a board director of Excalibur Healthcare Services Ltd.  He has a track record of building, financing and selling various businesses from the ground up.  His experience spans 9 years in building and managing teams across the technology, food and beverage and healthcare sectors, primarily alongside Professor Sir Christopher Evans OBE.

He has managed over £170m of transactions acting as a director of various companies and helped raise in excess of £20m to date for private businesses in the UK. More recently Stephen has been advising Scoffs Group (UK's largest Costa Coffee franchisee).

Martin Walton (aged 57) - Executive Director

Martin Walton is currently Chairman and CEO, Bradshaw Consulting Ltd, a Strategic Advisory group assisting companies and shareholders in creating, generating and realising value from investments in life sciences and tech sectors. In 2020 he set up and now manages Excalibur Medicines Ltd to develop the AZD1656. He is a director of Interrad Medical, a Minneapolis-based medtech company.

Previously he was Vice Chairman of Simbec-Orion Group a specialist CRO which he sold to private equity for a 3x return. He has been Executive Chairman of Iota Sciences Ltd, a spin-out from Oxford University with revolutionary technology in microfluidics. With Professor Sir Chris Evans he assisted in founding Arix Bioscience in 2016 and listed it on the LSE in 2017. He was co-founder and CEO of Arthurian Life Sciences Ltd, the manager of the top-decile Wales Life Sciences Investment Fund, an innovative hybrid of private and public equity. He was CEO of Excalibur Group 2010 - 2016, and CEO of both Excalibur Fund Managers (Life Sciences VC / PE fund manager) and Excalibur Healthcare Services (provision of healthcare services and facilities).  Prior to this he had a highly successful 25 year career in investment banking and investment management.

 Director

Current Directorships/ Partnerships

Past Directorships/Partnerships

 

 

 

Sir Professor Christopher Evans

ReNeuron Group plc

Arix Biosciences plc

 

Ellipses Pharma

Arix Bioscience Holdings plc

 

Rutherford Cancer Centres

Excalibur Fund Managers

 

The Cancer Awareness Trust

 

 

Excalibur Healthcare Services Ltd

 

 

Excalibur Group Holdings Ltd

 

 

Excalibur Medicines Ltd

 

 

 

 

Stephen David Winfield

Excalibur Healthcare Services Limited

Q21 PJ Ltd

 

Excalibur Premises Limited

QB Fitness Limited

 

Upzone Consulting Ltd

QB Rentals Limited

 

Dum Dum W12 Limited

Keeping Record Tech Limited

 

QBrand 21 Holdings Ltd

 

 

Namale Investments Ltd

 

 

 

 

Martin Walton

Excalibur Medicines Ltd

PZT Limited

 

Bradshaw Consulting Limited

IOTA Sciences Limited

 

Iatros Capital Limited

Simbec-Orion Group Limited

 

Interrad Medical LLC

Arthurian Life Sciences GP Ltd

 

 

Arthurian Life Sciences SPV GP Ltd

 

 

Kennor Estates Limited

 

 

Excalibur Group Holdings Limited

 

 

Excalibur Fund Managers Limited

 

 

Arix Capital Management Limited

 

Steve Winfield and Sir Professor Christopher Evans were directors of BTA Works Ltd (company number 09912932) within 12 months of being put into voluntary liquidation. Unsecured creditors were paid in full.

Except as set out above, there is no further information regarding the Proposed Directors, that is required to be disclosed pursuant to Rule 4.9 of the AQSE Growth Market Access Rulebook.

Co-Investment Rights with Excalibur Healthcare

Conditional on shareholder approval, Excalibur Healthcare Services has granted the Company rights to co-invest in all healthcare and life-science investment opportunities sourced or invested into by Excalibur Healthcare Services. As consideration for the granting to the Company of these co-investment rights, and the purchase of the 2% stake in EML, the Company has agreed to pay the vendors the following consideration;

·    £600,000 in cash, plus

·    £500,000 of new Deferred Shares in the Company at an issue price of 5p per share (approximately 2x the placing price). These Deferred Shares will not be admitted to trading on Aquis, will be non-transferable, and will have no rights attached. They will be cancelled on the 6-month anniversary of issue unless, within 30 calendar days of the publication of the results of the trial of the AZD1656 drug, the Board of Angelfish, at its sole discretion, unanimously agree that the trial has been a success and thus consent to the immediate conversion of all Deferred Shares into the equivalent number of new ordinary shares in the Company.

A copy of the Board's letter, the expected timetable of principal events and definitions sections contained in the Circular are set out in full below of this announcement without material amendment or adjustment.

Admission & Total Voting Rights

Following the issue of the 3,874,992,734 new Ordinary Shares (3,874,993 new ordinary shares on a post-consolidated basis), the Company's issued ordinary share capital shall consist of 9,379,148,069 ordinary shares of 0.002 pence each. This number represents the total voting rights in the Company which may be used by shareholders as the denominator for the calculation by which they can determine if they are required to notify their interest in, or a change to their interest in, the Company under the Financial Conduct Authority's ("FCA") Disclosure & Transparency Rules. The Placing Shares shall rank pari passu in all respects with the existing ordinary shares of the company.

Application will be made for the 3,874,992,734 new Ordinary Shares to be admitted to trading on the AQSE Growth Market on or around 15th June 2021.

The Directors of the Company, who have issued this RIS announcement after due and careful enquiry, accept responsibility for its content.

 

Enquiries

Company :

Simon Grant-Rennick (Director)
Burns Singh Tennent-Bhohi (Director)               
Office Line: +44 (0) 20 3778 0755

 

AQSE Growth Market Corporate Adviser

 

Peterhouse Capital Limited

Guy Miller / Mark Anwyl

Tel: +44 (0) 207 469 0930

 

 

 

Angelfish Investments plc

(Incorporated in England and Wales with Registered number 06400833)

 

Directors:

 

Registered Office:

 

Simon Grant-Rennick (Executive Chairman)

Burns Singh Tennent-Bhohi (Executive Director)

Richard Walker (Non-Executive Director)

 

Kings Court, Railway Street

Altrincham, Cheshire

England, WA14 2RD

 

 

 

11 June 2021

 

To Shareholders

 

Notice of General Meeting

AND      

Share Consolidation

Sub-Division

Change of name to Igraine plc

Subscription for new Ordinary Shares

Co-Investment Rights to Excalibur Healthcare Services

Appointment of Directors & Board Changes

Adoption of New Investment Strategy

 

 

 

1.    Introduction

 

This Circular sets out the background to and the reasons for the proposals set out to the shareholders. Angelfish will today be announcing that it has entered a co-investment rights  agreement with Excalibur Healthcare Services, pursuant to the Excalibur Co-Investment Rights Agreement. Excalibur Healthcare Services was founded and wholly owned by Sir Professor Christopher Evans OBE, a renowned biotech entrepreneur.

 

 

2.    Background to and reasons for the Proposals

 

Over a number of years, the Company has completed investments in various start-up entities. To date there has been, and in some cases, there continues to be signs of promise within the investee portfolio but none have delivered commercial returns that would position the Company to distribute profits to shareholders or capital returns that enable the company to grow its investee portfolio.

 

In 2020, the Company entered a framework agreement with a previous director, Brian Jones, whereby he agreed to provide funding of up to £50,000 of capital investment to maintain the Company in good standing and to explore opportunities in the healthcare industry whilst evaluating the existing investee portfolio.

 

More recently in April 2021, the Company raised capital and restructured the Board of Directors. The Company has been moving at pace to rationalise the existing investee portfolio, continue to improve working capital for the business, add additional officers/directors and to inject central purpose to the Company's next iteration.

 

Noting global market conditions and the present emphasis placed on enhancing medical treatments, care and application the company has focused its efforts on identifying opportunities in the MedTech and Healthcare industry.

 

To this effect, conditional on passing of the Resolutions, the Company will enter a Co-Investment Rights Agreement with internationally recognised Excalibur Healthcare Services, further details are available in paragraphs 9 and 10 below. This opportunity positions Angelfish as a premier investment issuer offering the Company's shareholders and the wider market exposure to a prolific entrepreneur in the world of MedTech & Healthcare.

 

In order to proceed with this corporate restructure, the Directors of Angelfish Investments plc feel it is the interest of the Company's existing shareholders, interested financiers, potential officers/Directors and prospective commercial opportunities to rebrand the Company through the proposals herein.

 

 

3.    Current Investments

 

On 21 April 2021, as part of the half yearly results announced, the Company provided an update on the investment portfolio of the Company. The Company will continue to hold these investments, and when the opportunity arises, seek to dispose of these portfolio investments. The Company will seek to divest these investments where possible. 

 

The Board of Directors believe that part of the image overhaul that is required includes the proposals and resolutions set forth to the Shareholders of the Company in order to better position the Company moving forward.

 

 

4.    Share Consolidation, Share Sub-Division and Subscription

It is proposed that, simultaneously with the other proposed Resolutions, the share capital of the Company be reorganised as follows:

(a)  The Ordinary Shares of £0.00002 will be consolidated into new ordinary shares of £0.02 pence each on the basis of one New Ordinary Share for every 1,000 ordinary shares of £0.00002 each.

(b)  Each existing Ordinary Share with a par value of £0.02 will then be subdivided into:

(i)            One ordinary share of £0.00002 each; and

(ii)           One deferred share of £0.01998 each

Where the share capital reorganisation results in any Shareholder being entitled to a fraction of a new Ordinary Share, such fraction shall be aggregated and the Directors intend to sell (or appoint another person to sell) such aggregated fractions in the market and retain the net proceeds for the benefit of the Company.

Existing share certificates will cease to be valid following the Share Consolidation. New share certificates in respect of the new Ordinary Shares will be issued on or around 12 July 2021. No certificates will be issued in respect of the Deferred Shares, nor will CREST accounts of Shareholders be credited in respect of any entitlement to the Deferred Shares. No application will be made for the Deferred Shares to be admitted to trading on the AQSE Growth Market or any other investment exchange.

 

The new Ordinary Shares will be freely transferable, and application will be made for the new Ordinary Shares to be admitted to trading on the AQSE Growth Market. The Deferred Shares will be transferable only with the consent of the Company and will not be admitted to trading on the AQSE Growth Market (or any other investment exchange). The holders of the Deferred Shares shall not, by virtue or in respect of their holdings of Deferred Shares, have any right to receive notice of any general meeting of the Company nor the right to attend, speak or vote at any such general meeting. Save as required by law, the Company need not issue share certificates to the holders of the Deferred Shares in respect of their holding thereof. The holders of Deferred Shares shall not be entitled to receive any dividend or distribution and shall only be entitled to any repayment of capital on a winding up once the holders of new Ordinary Shares have received £1,000,000 in respect of each new Ordinary Share held by them.

 

One consequence of the Share Consolidation is that Shareholders holding fewer than 1,000 existing Ordinary Shares will receive no new Ordinary Shares. This consequence is illustrated in the table below:

Number of existing Ordinary Shares currently held

Number of New Ordinary Shares held

100

0

999

0

1,000

1

15,000

15

 

5.    Subscriptions and Warrants (Post Consolidation) 

 

Peterhouse has placed 77,519,230 new Ordinary Shares at a post-consolidated subscription price of £0.025807, raising £2,000,500 before expenses ("the Subscription").

 

Of the £2,000,500, £1,900,500 (73,644,237 ordinary shares) is conditional upon the approval of the Proposals at the General Meeting and lifting of the current Ordinary Share suspension.

 

The existing Director's participation in the Subscription, Convertible Loan Notes and the Options referred to below, is conditional on the publication of the Company's audited financial results to 31 December 2020 via a Regulatory Information Service provider.

 

Further, it is also intended that the Proposed Directors and certain of the Existing Directors shall be awarded share purchase options to subscribe for up to 18,000,000 new ordinary shares in aggregate, from the date of the General Meeting, at an exercise price of £0.05 each, for a period of 5 years, vesting immediately on award, subject to the following condition:

 

a.   In the event that all or part of such options are exercised within 5 years from the date of issuance, then the holder shall receive, upon exercise of each option, one new bonus option with an exercise price of £0.10 each, expiring on the 5th anniversary of issue and vesting immediately on award.

 

Conditional on approval of the Proposals, the Directors Ordinary Shares and Options in the Company will be as follows:

Director

Ordinary Shares held at GM

Ordinary Shares Conditionally Subscribed for

Shares to be Issued pursuant to the Convertible Loan Note Agreement

Ordinary Shares as a percentage of the Conditionally Enlarged Share Capital

Options

Sir Professor Christopher Evans

Nil

Nil

 

Nil

4,500,000

Steve Winfield

Nil

Nil

 

Nil

4,500,000

Martin Walton

Nil

Nil

 

Nil

4,500,000

Simon Grant-Rennick *

813,748,474

(813,748)

3,099,994

1,162,498

5.87%

2,250,000

Burns Singh Tennent-Bhohi*

813,748,474

(813,748)

1,162,498

1,162,498

3.63%

2,250,000

DiscovOre plc**

Nil

21,312,460

 

24.64%

Nil

 

 

*Simon Grant-Rennick is an advisor that has no beneficial interest to Alpha Corporate Services (Bermuda) Ltd. Alpha Corporate Services (Bermuda) Ltd will convert £30,000 of Convertible Loan Note Facility into Ordinary Shares at the Subscription Price, Conditional on the Resolutions passing and the publication of audited results referred to in this paragraph 5

 

*Simon Grant-Rennick is an advisor that has no beneficial interest in Alpha Corporate Services (Bermuda) Ltd that has an interest in, 813,748 on a post-consolidated basis prior to the General Meeting. Conditional on the passing of the resolutions and the publication of audited results referred to in this paragraph 5, Alpha Corporate Services (Bermuda) Ltd will be interested in, 3,138,744 representing 3.63% of the enlarged share capital.

 

*Conditional on the passing and the publication of audited results referred to in this paragraph 5 of the resolutions, Simon Grant-Rennick will be interested in 1,937,496 shares representing 2.24% of the enlarged share capital.

 

     *  Burns Singh Tennent-Bhohi will convert £30,000 of Convertible Loan Note Facility into Ordinary Shares at the Subscription Price and subscribe for a further 1,162,498 ordinary shares, conditional on the Resolutions passing and the publication of audited results referred to in this paragraph 5.

 

**     Burns Singh Tennent-Bhohi is a director of DiscovOre plc.

 

Another party that provided £30,000 of Convertible Loan Note Facility will also convert at the Subscription Price, conditional on the Resolutions passing.

 

6.    Use of Proceeds

 

The proceeds of the Subscription will be used for general working capital purposes and to further the Company's proposed investment strategy and conditional acquisition under the Excalibur Healthcare Services Co-Investment Agreement into Excalibur Medicines Ltd.

 

 

7.    Dis-application of pre-emption rights and authority to allot shares

 

In order to enable the Company to raise further funds to implement its intended Investment Strategy with minimal limitations, it is necessary for the Directors to seek authority from Shareholders at the General Meeting pursuant to the Companies Act 2006 to, inter alia, issue the Subscription Shares, and to issue further shares for cash. The Directors may look to raise additional funds for the Company following the General Meeting, subject to any necessary resolutions being approved by Shareholders.

 

Full details of the authorities the Directors are seeking at the General Meeting are set out in the attached notice of General Meeting.

 

 

8.    Change of Name

 

Subject to Shareholders' approval of the Proposals, it is proposed that the name of the Company be changed to Igraine plc.

 

New share certificates will be issued to Shareholders holding Ordinary Shares following the Share Consolidation and Share Sub-division and will display the Company's new name.

 

If Resolution 8 is approved, the change of name will be effective once Companies House has issued a new certificate on the change of name. This is expected to occur on or around 28 June 2021, being the day of the General Meeting. The tradeable instrument display mnemonic ("TIDM") of the Company is expected to change to KING effective from 7.00 a.m. on 28 June 2021.

 

 

9.    Adoption of New Investment Policy and Proposed Investment into Excalibur Medicines Ltd ("EML")

 

As part of the Proposals, the Company intends to adopt a new Investment Strategy in the MedTech Healthcare and Life Sciences industries.

 

The Company's business strategy will be to source and develop breakthrough innovative technologies and commercially attractive discoveries in the healthcare and life science sector worldwide. The proposed Co-Investment Agreement (see paragraph 10) will give the Company privileged access to attractive opportunities which have been sourced, selected and subjected to due diligence by sector experts.

 

Its objective will be to develop and commercialise these opportunities to provide attractive returns to its investors. The Company will do this through the sourcing and identification of promising technologies, the arrangement of appropriate financing for those technologies and experienced management oversight of the structured development of the technologies and, ultimately, their commercialisation.

 

The Company will execute its strategy by sourcing world class innovation from a rich pipeline of opportunities. The pipeline of opportunities will be derived from four key sources:

 

● personal and professional networks - the Proposed Directors and senior leadership team bring high quality and extensive networks of personal, professional and industry contacts (including an extensive network of scientists and key opinion leaders in medicine both inside and outside pharmaceutical corporates). In particular, such extensive networks provide opportunities to pursue relationships with pharmaceutical companies which are both a potential source of innovative opportunities and as potential acquirers;

 

● academia - contacts developed over many years with leading universities and other academic and research institutions globally provide direct access to innovative technologies, ahead of third parties;

 

● the professional adviser market - links with Peterhouse Capital and others ensure we will see opportunities before the broader investor market will; and

 

● fund managers - the Proposed Directors maintain close relationships with fund managers who can provide a source of innovative opportunities.

 

 

The new Executive Team will make such opportunities subject to a rigorous evaluation process. Initially there will be a high level assessment where the following criteria are considered:

 

a.    does the technology have a potential market;

b.    are there any competing technologies known to be under development;

c.     at what stage of development is the technology;

d.    basic assessment of intellectual property rights; and

e.    vetting of the team or the business owning and managing the technology.
 

More detailed assessment will follow, typically after having entered a confidentiality agreement to review more substantial information in relation to proprietary technology. This would involve a direct consultation with the inventor(s), and technical and scientific validation by the Company's proposed consultants.to ascertain the following:

 

f.     whether the technology has breakthrough quality;

g.    if the scientific base of the proposal is sound;

h.    ownership of intellectual property rights in relation to the technology (including patentability, "freedom to operate" and identifying if any third party intellectual property rights are necessary for the further development and ultimate commercialisation of the innovation);

i.      assessment of the suitability of the development of the technology from a regulatory perspective (in particular whether there are any potential reasons for refusing the licensing of a product candidate); and

j.     to identify the requirements and approximate timing of achieving commercialisation.

 

If these pass muster then a final stage of due diligence would be undertaken to ascertain the available options to acquire an interest in the opportunity. Should an opportunity be available then a final stage is completed as follows:

 

k.    legal due diligence as to intellectual property rights, including ownership, restrictions to operations and licence arrangement, corporate governance and existing financing arrangements;

l.      clinical due diligence as to robustness and fitness for purpose of the clinical trials and the suitability of the CRO; any ethical and regulatory issues, requirements for permits and consents; - feasibility of key milestone achievement (such as a product candidate approval by relevant regulatory agencies) within pre-defined time frames and appropriateness of the proposed endpoints; and targeted disease indication;

m.   commercialisation potential as to availability or achievability of CMC for Investigational New Drug applications (INDs) and New Drug Applications (NDAs); projected cost and location of product manufacturing; access to market and size of potential market; product pricing and projected time and rate of return on development costs; availability of one or more highly innovative product candidates, products or proprietary technologies targeting a significant medical and/or commercial need; and - presence of foreseeable sustainable competitive advantages;

n.    financing arrangements as to adequacy of existing finance; assessment of financial strength of investors; and availability of funding

o.    quality of the scientific and management credentials of the team

p.    examination and possible adaptation of appropriate development plan and business plan.

 

Proposed EML Investment

 

Excalibur Medicines Ltd ("EML") has secured exclusive rights to and owns the patents on a drug, AZD1656, which is being developed as a potential therapeutic for diabetics suffering from COVID-19. As there are very few new therapeutics in development for COVID-19 and associated virally transmitted diseases (most research is in combining existing treatments) this has the potential to be highly attractive to big pharma and biotech buyers. Further, if the trials are successful, it is likely the drug will be effective for the general population in Covid -19 and in other respiratory diseases.  It is expected that the results of the Phase 2 trials of the drug - the ARCADIA trial - to assess the safety and efficacy of AZD1656 in 150 patients with either Type 1 or Type 2 diabetes who have been hospitalised with COVID-19, will be made public by mid-August 2021.

 

AZD1656 is a glucokinase (GK; hexokinase 4) activator which has been shown to reduce blood glucose for up to 4 months in humans. Diabetic patients admitted to hospital with COVID-19 often present with hyperglycaemia and are particularly vulnerable to progression to severe COVID-19. Treatment with AZD1656 (in addition to their usual care) may provide additional glucose control which could help improve clinical outcomes in both Type 1 and Type 2 diabetic populations.

 

In addition to its glucose lowering effect, AZD1656 may have additional benefits to COVID-19 patients via its effects on immune function. In many patients with severe COVID-19, an overreaction of the body's own immune system can cause severe problems including damage to the lungs and heart, which can lead to breathing problems necessitating intubation and ventilation. AZD1656 has been shown to activate the migration of T regulatory cells to sites of inflammation in preclinical experiments. This migration of Treg cells to inflamed tissue is crucial for their immune-modulatory function (Kishore et al (2017)). AZD1656 could enhance Treg migratory capacity and may prevent the development of cardiorespiratory complications observed in hospitalised patients with COVID-19, leading to lower requirements for oxygen therapy and assisted ventilation, and reduced incidences of pneumonia and acute respiratory distress syndrome (ARDS).

 

Diabetic patients hospitalised with COVID-19 have been randomised to receive either AZD1656 tablets or placebo tablets on a 1:1 basis until they are discharged from hospital or until they require intubation/mechanical ventilation. The aim of the study was to determine whether AZD1656 improves clinical outcomes in diabetic patients hospitalised with COVID-19. The World Health Organization (WHO) 8-point Ordinal Scale for Clinical Improvement will be used as the standard methodology for measuring patient outcomes.

 

As at date of publication, 156 patients have been recruited and have completed treatment. The data is now being assessed and outcomes will be reported formally on or about late July 2021.  It is the intention of EML to seek a sale of the drug, a license or partnership deal as soon as possible after the data is published.

 

 

 

10.  Co-Investment Rights with Excalibur Healthcare and EML Consideration

 

 

Conditional on shareholder approval, Excalibur Healthcare Services has granted the Company rights to co-invest in all healthcare and life-science investment opportunities sourced or invested into by Excalibur Healthcare Services. Additionally, Angelfish, again conditional on approval at the General Meeting, has agreed to make its first investment, via the purchase of a 2% stake into Excalibur Medicines Ltd ("EML").

 

As consideration for the granting to the Company of these co-investment rights, and the purchase of the 2% stake in EML, the Company has agreed to pay the vendors the following consideration;

 

·    £600,000 in cash, plus

·    £500,000 of new Deferred Shares in the Company at an issue price of 5p per share (approximately 2x the placing price). These Deferred Shares will not be admitted to trading on Aquis, and will be non-transferable, and will have no rights attached. They will be cancelled on the 6 month anniversary of issue unless, within 30 calendar days of the publication of the results of the trial of the AZD1656 drug, upon review the Board of Angelfish, at its discretion, agree that the trial has been a success and thus consent to the immediate conversion of all Deferred Shares into the equivalent number of new ordinary shares in the Company.

 

 

Use of Proceeds

 

The proceeds of the Subscription will be used for general working capital purposes and to further the Company's proposed investment strategy, including payment of the cash consideration element under the Excalibur Co-Investment Rights Agreement.

 

 

 

11.  Proposed Directors

 

Subject to the Resolutions being passed, it is proposed that immediately following the General Meeting, Sir Professor Christopher Evans will join the Board as Executive Chairman and Martin Walton and Steve David Winfield will join the board as Executive Director. Simon Grant-Rennick & Burns Singh Tennent-Bhohi will become Non-Executive Directors of the Company and assist with the balance of the recapitalisation and restructure that they have led until such a point that a smooth transition has been completed for the newly shaped Company or until a point where complimentary officers and/or Directors are appointed to further strengthen the Company and its associated investment objectives. Richard Walker will remain as an independent Non-Executive Director of the Company.

 

The Proposed Directors have a balanced breadth of expertise across entrepreneurial, venture capital and biotech and pharmaceutical businesses.

 

 

Sir Professor Christopher Evans (aged 63) - Executive Chairman

 

Professor Sir Christopher Evans is the founder and Chairman of Excalibur Group and a renowned scientist and highly successful entrepreneur with numerous prestigious awards and medals for his work over the last 30 years during which time he has built more than 50 medical companies from start-up and floated 20 new medical businesses on stock markets in six different countries. He has created 11 successful academic spin-outs and companies worth over $2.4 billion, and has raised $2.6 billion from disposals. He directed the raising of approximately $450 million for Merlin Biosciences Funds and $2.6 billion from disposals including the sale of BioVex Group, Inc. to Amgen Inc. and Piramed Limited to Roche Group. Through Merlin Ventures Limited, he co-founded and advised Biotech Growth Trust plc. Arakis Limited, one of the companies developed by Chris Evans was sold to Sosei Co. Ltd for $187 million. Chris Evans has founded notable companies such as Chiroscience, Celsis, ReNeuron, Vectura, Biovex and Merlin Biosciences Ltd. Appointed an OBE in 1995 for services to medical bioscience he was knighted in 2001 for services to bioscience and enterprise. Latterly he was founder of Arix Bioscience plc (LSE:ARX), of the oncology specialist Ellipses Pharma Limited and of Excalibur Healthcare Services Ltd.

 

Stephen "Steve" David Winfield (aged 28) - Executive Director

 

Stephen Winfield is currently the commercial director and a board director of Excalibur Healthcare Services Ltd.  He has a track record of building, financing and selling various businesses from the ground up.  His experience spans 9 years in building and managing teams across the technology, food and beverage and healthcare sectors, primarily alongside Professor Sir Christopher Evans OBE.

 

He has managed over £170m of transactions acting as a director of various companies and helped raise in excess of £20m to date for private businesses in the UK. More recently Stephen has been advising Scoffs Group (UK's largest Costa Coffee franchisee).

 

Martin Walton (aged 57) - Executive Director

 

Martin Walton is currently Chairman and CEO, Bradshaw Consulting Ltd, a Strategic Advisory group assisting companies and shareholders in creating, generating and realising value from investments in life sciences and tech sectors. In 2020 he set up and now manages Excalibur Medicines Ltd to develop the AZD1656. He is a director of Interrad Medical, a Minneapolis-based medtech company.

 

Previously he was Vice Chairman of Simbec-Orion Group a specialist CRO which he sold to private equity for a 3x return. He has been Executive Chairman of Iota Sciences Ltd, a spin-out from Oxford University with revolutionary technology in microfluidics. With Professor Sir Chris Evans he assisted in founding Arix Bioscience in 2016 and listed it on the LSE in 2017. He was co-founder and CEO of Arthurian Life Sciences Ltd, the manager of the top-decile Wales Life Sciences Investment Fund, an innovative hybrid of private and public equity. He was CEO of Excalibur Group 2010 - 2016, and CEO of both Excalibur Fund Managers (Life Sciences VC / PE fund manager) and Excalibur Healthcare Services (provision of healthcare services and facilities).  Prior to this he had a highly successful 25 year career in investment banking and investment management.

 

 

Director

Current Directorships/ Partnerships

Past Directorships/Partnerships

 

 

 

Sir Professor Christopher Evans

ReNeuron Group plc

Arix Biosciences plc

 

Ellipses Pharma

Arix Bioscience Holdings plc

 

Rutherford Cancer Centres

Excalibur Fund Managers

 

The Cancer Awareness Trust

 

 

Excalibur Healthcare Services Ltd

 

 

Excalibur Group Holdings Ltd

 

 

Excalibur Medicines Ltd

 

 

 

 

Stephen David Winfield

Excalibur Healthcare Services Limited

Q21 PJ Ltd

 

Excalibur Premises Limited

QB Fitness Limited

 

Upzone Consulting Ltd

QB Rentals Limited

 

Dum Dum W12 Limited

Keeping Record Tech Limited

 

QBrand 21 Holdings Ltd

 

 

Namale Investments Ltd

 

 

 

 

Martin Walton

Excalibur Medicines Ltd

PZT Limited

 

Bradshaw Consulting Limited

IOTA Sciences Limited

 

Iatros Capital Limited

Simbec-Orion Group Limited

 

Interrad Medical LLC

Arthurian Life Sciences GP Ltd

 

 

Arthurian Life Sciences SPV GP Ltd

 

 

Kennor Estates Limited

 

 

Excalibur Group Holdings Limited

 

 

Excalibur Fund Managers Limited

 

 

Arix Capital Management Limited

 

Steve Winfield and Sir Professor Christopher Evans were directors of BTA Works Ltd (company number 09912932) within 12 months of being put into voluntary liquidation. Unsecured creditors were paid in full.

 

 

Except as set out above, there is no further information regarding the Proposed Directors, that is required to be disclosed pursuant to Rule 4.9 of the AQSE Growth Market Access Rulebook.

 

 

11    Share certificates

 

New share certificates will be issued in respect of the new Ordinary Shares (following the share consolidation and share sub-division) held in certificated form and new share certificates will be issued in the name of Igraine plc.

 

 

12    General Meeting

 

There is attached to this Document the notice convening a General Meeting of the Company to be held at the offices of Peterhouse Capital Limited at3rd Floor, 80 Cheapside, London, EC2V 6EE, at 10.30 a.m. on 28 June 2021 at which the Resolutions will be proposed to, inter alia, approve the Proposed Directors, to give the Directors authority to issue the New Ordinary Shares, to amend the Investment Strategy and to change the name of the Company. A summary of the Resolutions is set out below. Please note that unless all of the Resolutions are passed the Proposals outlined in this Document will not proceed.

 

At the General Meeting, the following Resolutions will be proposed, of which resolutions 1 to 7 will be proposed as ordinary resolutions and resolutions 8 and 9 will be proposed as a special resolution:

 

Resolution 1 - which will be proposed as an ordinary resolution, seeks approval for the Share Consolidation and Share Sub-Division.

 

Resolution 2 - which will be proposed as an ordinary resolution, seeks approval to authorise the Directors to issue shares pursuant to section 551 of the Companies Act 2006

 

Resolution 3 - which will be proposed as an ordinary resolution, seeks approval for Sir Professor Christopher Evans to be appointed to the board of the Company.

 

Resolution 4 - which will be proposed as an ordinary resolution, seeks approval for Mr Stephen David Winfield to be appointed to the board of the Company.

 

Resolution 5 - which will be proposed as an ordinary resolution, seeks approval for Mr Martin Charles Walton to be appointed to the board of the Company.

 

Resolution 6 - which will be proposed as an ordinary resolution to buy-back the existing A Deferred Shares and B Deferred Shares and the Deferred Shares from the proposed Consolidation and Sub-Division. The A Deferred Shares and B Deferred Shares were created due to the earlier losses of capital which had arisen on the Company's activities prior to it becoming an investment company. The Board can see no reason for the A Deferred Shares and the B Deferred Shares to remain on the balance sheet and recommends that they are purchased by the Company and cancelled (the ''Buy-Back''). The Deferred Shares, A Deferred Shares and B Deferred Shares have no economic value. 

 

Under the provisions of the Companies Act, a public limited company may not fund the purchase of its shares except out of its distributable reserves or the proceeds of a fresh issue of shares made solely for the purpose of such buy-back. The Company has no distributable reserves with which to fund the Buy-Back and therefore it is proposed that the Buy-Back is funded out of the proceeds of a new issue of one New Ordinary Share at a price of £10.00. The Buy-Back is conditional upon Shareholder approval.

 

Under the provisions of the Articles, the Company has the power to buy-back all the existing Deferred Shares for £1 in aggregate. In addition, the Company has the power to appoint anyone to sign the Buy-Back Agreement on behalf of all the holders of the existing Deferred Shares and the Company proposes that any one of its Directors be authorised to carry out this function. 

 

Resolution 7 - which will be proposed as an ordinary resolution, seeks approval for the proposed Investment Strategy.

 

Resolution 8 - which will be proposed as a special resolution, seeks approval to change the name of the Company to "Igraine PLC" and that the Company's memorandum and articles of association be amended to reflect such change of name.

 

Resolution 9 - which will be proposed as a special resolution, seeks approval to disapply the statutory pre-emption rights under section 561 of the Companies Act 2006.

 

 

13    Action to be taken

 

Shareholders will find a Form of Proxy enclosed for use at the General Meeting. Whether or not you intend to be present at the General Meeting, you are requested to complete and return the Form of Proxy in accordance with the instructions printed thereon as soon as possible. To be valid, completed Forms of Proxy must be received by the Company, not later than 10.30 a.m. on 24 June 2021, being 2 business days before the time appointed for holding the General Meeting. You are entitled to appoint a proxy to attend and to exercise all or any of your rights to vote and to speak at the General Meeting instead of you. Completion of the Form of Proxy will not preclude you from attending and voting at the General Meeting in person if you so wish. Your attention is drawn to the notes to the Form of Proxy.

 

 

14           Recommendation

 

The independent Non-Executive Director considers the Proposals to be in the best interests of the Company and the Shareholders as a whole and therefore recommend that you vote in favour of the Resolutions, as the Existing Directors intend to do in respect of their own shares.

 

 

Yours faithfully,

 

 

 

For and on behalf of the Board

Angelfish Investments plc

 

 

 

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Publication of this Document

 

11 June 2021

Latest time and date for receipt of Forms of Proxy in respect of the General Meeting

10:30 a.m. on 24 June 2021

Record Date for the General Meeting

10:30 a.m. on 24 June 2021

General Meeting

10:30 a.m. on 28 June 2021

Record Date for the Share Consolidation and Share Sub-Division

6:00 p.m. on 28 June 2021

Share Consolidation and Share-Subdivision becomes effective

28 June 2021

Despatch of definitive certificates for Ordinary Shares in certificated form *

 

12 July 2021

CREST stock accounts credited with the Subscription Shares in uncertificated form *

 

On or around 29 June 2021

CREST accounts credited with new Ordinary Shares *

29 June 2021

Proposals and Subscription becomes effective *

 

      *     Assuming the current Ordinary Share suspension is lifted

 

28 June 2021

 

 

 

DEFINITIONS

The following definitions apply throughout this Circular unless the context requires otherwise:

"Act"

the Companies Act, as amended

 

"Admission"

admission of the Subscription Shares to trading on the AQSE Growth Market, which is expected to become effective on 2 July 2021

 

 

"Aquis Exchange" or "AQSE"

 

AQSE Exchange Limited, a recognised investment exchange under section 290 of FSMA;

 

"AQSE Growth Market"

 

the primary market for unlisted securities operated by the Aquis Exchange;

 

"AQSE Exchange Rules"

 

the AQSE Exchange Growth Market Access Rulebook, which set out the admission requirements and continuing obligations of companies seeking admission to and whose shares are admitted to trading on the AQSE Growth Market;

 

"Articles" or "Articles of Association"

 

the articles of association of the Company from time to time;

"Board" or "Directors"

the directors of the Company at the date of this Document whose names are set out on page 4 of this Document;

 

"Broker Warrants"

 

the warrants to be granted to Peterhouse to subscribe for 2.5% of the Enlarged Share Capital of the Company, subject to approval of all Resolutions being passed, exercisable at the Subscription Price for up to 5 years;

 

"Circular" or "Document"

 

this document and its contents;

 

"Company" or "Angelfish"

Angelfish Investments plc, a company registered in England and Wales with registered number 06400833;

 

"Deferred Shares"

the deferred shares of 1.8p each in the capital of the Company to be created by the Share Sub-Division;

 

"A Deferred Shares"

the deferred shares of 0.008p each in the capital of the Company;

 

"B Deferred Shares"

 

the deferred shares of 9.128p each in the capital of the Company;

 

"Enlarged Share Capital"

 

the issued ordinary share capital of the Company, as enlarged by the issue of the Subscription Shares;

 

"Excalibur Healthcare Services" or "EHS"

 

Excalibur Healthcare Services Limited, a company registered in England and Wales with company number 12414592, whose registered office is at 2nd Floor, 60 St James's Street, St James's, London, SW1A 1LE;

 

"Excalibur Co-Investment Rights Agreement"

 

the agreement entered into between Excalibur Healthcare Services for the co-investment rights of any commercialisation opportunities to commit additional capital towards a transaction. Further details are outlined in paragraphs 9 and 10;

 

"Existing Shareholders"

holders of Ordinary Shares at the time of the General Meeting;

 

"Existing Directors"

the current directors as at the date of this Document;

 

"FCA"

the Financial Conduct Authority;

 

"Form of Proxy"

 

the form of proxy accompanying the Circular for use at the General Meeting;

 

"General Meeting"

the General Meeting of Shareholders to be held at 10.30 a.m. on 28 June 2021 at the offices of Peterhouse Capital Limited, 3rd Floor, 80 Cheapside, London, EC2V 6EE;

 

"Group"

 

1.    the Company and the Subsidiaries as at the date of this Document;

 

"Investment Strategy"

the existing investment strategy of the Company as required by the AQSE Growth Market Rules;

 

"Ordinary Shares"

ordinary shares of £0.00002 each in the capital of the Company, following the Share Consolidation and Share Sub-Division;

 

"Peterhouse"

 

Peterhouse Capital Limited, a company incorporated in England and Wales with company number 02075091 (authorised by the FCA with firm reference number 184761);

 

"Proposals"

 

The proposals set out in this Circular, whereby Shareholders are being asked to consider and, if thought fit, approve namely (i) new Investment Strategy, (ii) acquisition pursuant to Excalibur Co-Investment Rights Agreement (ii) the change of name of the Company to Igraine plc, (iii) Share Consolidation and (iv) Share Sub-Division;

 

"Proposed Directors"

those persons whose names are set out on page 4 of this Document, whose appointment as directors of the Company is

conditional upon Admission;

 

"Resolutions"

 

the resolutions set out in the notice of General Meeting contained within the Circular;

 

"Shareholders"

 

holders of Ordinary Shares in the Company from time to time;

 

"Share Consolidation"

 

the consolidation of the Company's share capital in

accordance with Resolution 1;

 

"Share Sub-Division"

the subdivision of the Company's share capital in

accordance with Resolution 1;

 

"SPAC"

special purpose acquisition companies as defined in the AQSE Exchange Rules;

 

2.    "Sterling" or "£"

 

3.    the lawful currency of the UK;

 

4.    "Subscriber"

5.    the subscribers for the Subscription Shares;

6.   

7.    "Subscription"

the conditional subscription of the Subscription Shares at the Subscription Price;

8.   

9.    "Subscription Price"

£0.0258065 per new Ordinary Share;

10. 

11.  "Subscription Shares"

the 77,519,230 new Ordinary Shares to be issued by the Company pursuant to the Subscription;

12. 

"UK" or "United Kingdom"

the United Kingdom of Great Britain and Northern Ireland;

 

 

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