Venn Life Sciences Holdings Plc Acquisition of Minority Interest
Venn Life Sciences Holdings PLC, today announces that it has reached agreement with Christian Le Bras to acquire the 11.03% interest in Venn Life Sciences France S.A.S. that it does not already own. The agreed offer price per share is €29.04 representing a total consideration of €34,330 to be settled by the issue of 277,550 ordinary shares in VLS or 0.5% of VLS's current issued capital based on VLS's current share price of £0.11 (€0.1237 at a GBPEUR exchange rate of 0.8893 for 22 January 2018). Following this, VLS will have 100% ownership of VLSF and have 60,561,813 ordinary shares in issue. CLB will retain his role as Head of Interactive Response Technology in VLS.
VLSF is the sole French operating entity of VLS conducting the full range of Clinical Services and as at 30 June 2016 had net liabilities of €159,000 and retained P&L deficit of €310,000. VLS acquired its majority shareholding in VLSF in 2014.
The Independent Directors, being Allan Wood, Jonathan Hartshorn, Christian Milla, Michael Ryan and Mary Sheahan, who are not related parties under the AIM Rules and ESM Rules for the purpose of the investment, having consulted with Davy, the company's NOMAD and ESM adviser, for the purpose of the AIM Rules and ESM Rules, consider that the investment is fair and reasonable insofar as the shareholders of the company are concerned. As a non-executive director of VLSF Anthony Richardson has not taken part in the Board's consideration of these matters.