Schedule 1 - Sinclair Pharma plc (0859G)

TIDMZZZZ TIDMSPH TIDMISPH
RNS Number : 0859G
AIM
06 May 2011
 
        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: 
 SINCLAIR PHARMA PLC (to be renamed SINCLAIR IS PHARMA PLC on 
  23 May 2011) 
 COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY 
  TRADING ADDRESS (INCLUDING POSTCODES) : 
 GODALMING BUSINESS CENTRE, WOOLSACK WAY, GODALMING, SURREY, 
  GU7 1XW (to become Whitfield Court, 30-32 Whitfield Street, 
  London, W1T 2QR on 23 May 2011) 
 COUNTRY OF INCORPORATION: 
 UK 
 COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED 
  BY AIM RULE 26: 
 WWW.SINCLAIRPHARMA.COM (to become WWW.SINCLAIRISPHARMA.COM 
  on 23 May 2011) 
 COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, 
  IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING 
  POLICY). IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE 
  TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED: 
 INTERNATIONAL SPECIALTY PHARMACEUTICAL COMPANY WITH MAIN COUNTRIES 
  OF OPERATION IN UK, FRANCE, GERMANY, ITALY AND SPAIN. 
 DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS 
  AS TO TRANSFER OF 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): 
 380,694,984 ORDINARY SHARES OF 1 PENCE EACH AT AN ISSUE PRICE 
  OF TBC 
 CAPITAL TO BE RAISED ON ADMISSION (IF APPLICABLE) AND ANTICIPATED 
  MARKET CAPITALISATION ON ADMISSION: 
 CAPITAL TO BE RAISED - N/A 
  MARKET CAPITALISATION - TBC 
 PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION: 
 2.7% 
 DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH 
  THE AIM COMPANY HAS APPLIED OR AGREED TO HAVE ANY OF ITS SECURITIES 
  (INCLUDING ITS AIM SECURITIES) ADMITTED OR TRADED: 
 SECONDARY LISTING ON EURONEXT, PARIS 
 FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS 
  (underlining the first name by which each is known or including 
  any other name by which each is known): 
 DIRECTORS: 
  GRAHAME COOK (Non-Executive Chairman) 
  CHRISTOPHER SPOONER (Chief Executive Officer) 
  CHRISTOPHE FOUCHER (Chief Operating Officer) 
  JEAN-CHARLES TSCHUDIN (Non-Executive Director) 
  PENELOPE ANNE FREER (Non-Executive Director) 
  DIRECTORS ON ADMISSION: 
  JOHN GREGORY (Non-Executive Chairman) 
  GRAHAME COOK (Non-Executive Director) 
  JEAN-CHARLES TSCHUDIN (Non-Executive Director) 
  TIMOTHY WRIGHT (Non-Executive Director) 
  CHRISTOPHER SPOONER (Chief Executive Officer) 
  CHRISTOPHE FOUCHER (Chief Operating Officer) 
  MATTHEW HALL (Chief Financial Officer) 
 FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED 
  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): 
                   % HOLDING       % HOLDING 
   SIGNIFICANT      BEFORE          FOLLOWING 
   SHAREHOLDERS     ADMISSION       ADMISSION 
   LANSDOWNE 
    PARTNERS        15.67           9.92 
                   --------------  --------------- 
   AXA INVESTMENT 
    MANAGERS        12.02           8.41 
                   --------------  --------------- 
   DR. MICHAEL 
    FLYNN           6.07            3.84 
                   --------------  --------------- 
   FIDELITY 
    INVESTMENTS     7.41            4.69 
                   --------------  --------------- 
   TOSCAFUND 
    ASSET 
    MANAGEMENT      6.64            4.20 
                   --------------  --------------- 
   ABINGWORTH LLP   5.35            8.78 
                   --------------  --------------- 
   CHEVIOT ASSET 
    MANAGEMENT      3.95            2.54 
                   --------------  --------------- 
   CHRISTOPHER 
    SPOONER         3.49            2.21 
                   --------------  --------------- 
   INVESCO 
    LIMITED         3.52            2.23 
                   --------------  --------------- 
   SWEDBANK ROBUR   3.26            2.06 
                   --------------  --------------- 
   LEGAL & 
    GENERAL 
    INVESTMENT 
    MANAGEMENT      3.06            1.94 
                   --------------  --------------- 
 NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 
  2, PARAGRAPH (H) OF THE AIM RULES: 
 N/A 
            (i) ANTICIPATED ACCOUNTING REFERENCE DATE (ii) DATE TO WHICH THE 
            MAIN FINANCIAL INFORMATION IN 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) 30 JUNE 
                         (III) 31 DECEMBER 2011 (annual report & accounts) 
                         (IV) 31 MARCH 2011 (half yearly report) 
                         (V) 31 DECEMBER 2012 (annual report & accounts) 
 EXPECTED ADMISSION DATE: 
 6 JUNE 2011 
 NAME AND ADDRESS OF NOMINATED ADVISER: 
 SINGER CAPITAL MARKETS LTD, 1 HANOVER STREET, LONDON, W1S 1YZ 
 NAME AND ADDRESS OF BROKER: 
 SINGER CAPITAL MARKETS LTD, 1 HANOVER STREET, LONDON, W1S 1YZ 
 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: 
 A PROSPECTUS IN PLACE OF AN ADMISSION DOCUMENT WILL BE AVAILABLE 
  FROM WWW.SINCLAIRPHARMA.COM (TO CHANGE TO WWW.SINCLAIRISPHARMA.COM 
  ON 23 MAY 2001). THIS DOCUMENT WILL CONTAIN FULL DETAILS ABOUT 
  THE APPLICANT AND THE ADMISSION OF ITS SECURITIES 
 DATE OF NOTIFICATION: 
 6 May 2011 
 NEW/ UPDATE: 
 NEW 
 QUOTED APPLICANTS MUST ALSO COMPLETE THE FOLLOWING: 
 
 THE NAME OF THE AIM DESIGNATED MARKET UPON WHICH THE APPLICANT'S 
  SECURITIES HAVE BEEN TRADED: 
 MAIN MARKET OF THE LONDON STOCK EXCHANGE (THE OFFICIAL LIST) 
 THE DATE FROM WHICH THE APPLICANT'S SECURITIES HAVE BEEN SO 
  TRADED: 
 16 APRIL 2007 
 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.SINCLAIRPHARMA.COM (TO BECOME WWW.SINCLAIRISPHARMA.COM 
  ON 23 MAY 2011) 
 DETAILS OF THE APPLICANT'S STRATEGY FOLLOWING ADMISSION INCLUDING, 
  IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING 
  STRATEGY: 
 INTERNATIONAL SPECIALTY PHARMACEUTICAL COMPANY 
  Sinclair's current strategy is set out below. 
  To pursue the specialty pharma model, specifically the use 
  of small sales forces to target specialist customer bases within 
  the hospital environment and in other specialist settings i.e. 
  dermatologists 
  Focus on a proprietary sales and local operations presence 
  in the following major European markets, France, Germany, Italy 
  and Spain. This strategy is coupled with the selection of key 
  product distribution arrangements in Western Europe and the 
  US. Outside of Europe, there is a focus on the creation of 
  long-term multi-country, multi-product partnerships for the 
  emerging markets. The Directors believe this commercial structure 
  allows Sinclair Pharma plc to leverage its product portfolio 
  and pipeline while minimising corporate complexity whilst also 
  providing an attractive opportunity for other pharma companies 
  seeking to license or sell specialist pharma products and technologies. 
  Increase revenue through organic growth from existing brands 
  coupled with in-licensing and/or acquisitions and the marketing 
  of late-stage development of products or moderate risk technologies. 
  To reduce absolute spend on non-revenue generating overheads 
  in favour of focusing and increasing marketing and late-stage 
  product development spend as a proportion of sales. 
  Improve gross margins by improving manufacturing efficiencies, 
  product mix and through pricing strategy. 
  Focus on in-house CRO moderate technology product development 
  with a focus on medical devices. 
  Following completion of the merger with IS Pharma, the enlarged 
  group will continue to pursue it's existing strategy, however, 
  it will benefit from a proprietary sales operation in UK/Ireland 
  and therefore cover the top five European markets, enhancing 
  the Group's attractiveness as a licensing partner. 
  The Group will also seek to capitalise on the benefits arising 
  from the sales and marketing distribution synergies for Sinclair 
  IS Pharma plc's product portfolio in the UK as well as the 
  progressive bringing back into Sinclair IS Pharma plc of IS 
  Pharma's existing European distribution agreements. 
  Product development focus will also extend beyond dermatology 
  to include certain line extensions and new developments of 
  the existing hospital product portfolio. 
  . 
 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: 
 ACQUISITION OF IS PHARMA PLC (AIM QUOTED) EXPECTED TO BE EFFECTED 
  ON 23 MAY 2011 VIA A SHARE FOR SHARE OFFER OF 2.6868 SINCLAIR 
  PHARMA PLC SHARES FOR EVERY 1 IS PHARMA PLC SHARE. THIS EQUATES 
  TO A CONSIDERATION OF TBC 
 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 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 
 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: 
 CREST 
 A WEBSITE ADDRESS DETAILING THE RIGHTS ATTACHING TO THE APPLICANT'S 
  SECURITIES: 
 WWW.SINCLAIRPHARMA.COM (TO BECOME WWW.SINCLAIRISPHARMA.COM 
  ON 23 MAY 2011) 
 INFORMATION EQUIVALENT TO THAT REQUIRED FOR AN ADMISSION DOCUMENT 
  WHICH IS NOT CURRENTLY PUBLIC: 
 N/A 
 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: 
 http://www.sinclairpharma.com/annual-interim-reports.html (to 
  become http://www.sinclairpharma.com/annual-interim-reports.html 
  on 23 May 2011) 
 THE NUMBER OF EACH CLASS OF SECURITIES HELD IN TREASURY: 
 N/A
This information is provided by RNS
The company news service from the London Stock Exchange
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