REG - AIM Summerway Cap PLC - Schedule One - Summerway Capital Plc

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04/03/2022 14:00

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RNS Number : 7220D  AIM  04 March 2022

 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:
 Summerway Capital Plc (AIM:SWC) ("Summerway" or the "Company") to be renamed
 Celadon Pharmaceuticals plc following completion of the acquisition of
 Vertigrow Technology Ltd ("Vertigrow")

 COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS
 (INCLUDING POSTCODES) :
 32-33 Cowcross Street

 London

 EC1M 6DF
 COUNTRY OF INCORPORATION:
 England & Wales

 COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:
 https://www.summerwaycapital.co.uk/ (https://www.summerwaycapital.co.uk/) (to
 be replaced with www.celadonpharma.co (http://www.celadonpharma.co) m) on
 Admission

 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:
 Admission is sought as a result of a reverse takeover in accordance with AIM
 Rule 14.

 Following the amendment to the Company's investing policy, as announced on 21
 September 2021, Summerway is an investing company focused on investment and
 acquisition opportunities across the healthcare and pharmaceutical sectors,
 particularly within new and emerging therapeutic areas.

 On 28 October 2021, the Company announced that it had entered into a
 conditional agreement to acquire the entire issued share capital of Vertigrow
 Technology Ltd (t/as Celadon Pharmaceuticals) ("Vertigrow"), a UK based
 pharmaceutical company specialising in the researching, growing and supply of
 medicinal cannabis, for total consideration of £80 million (the "Proposed
 Acquisition").

 The Company will be admitted to AIM on the basis that its business relating to
 medicinal cannabis is conducted in the UK only, for which the Company has in
 place or will have in place all relevant consents and permits as set out in
 its Admission Document. Admission to AIM will be subject to a special
 condition pursuant to AIM Rule 9 that in the event that the Company undertakes
 any business relating to cannabis or cannabis-related activities in any
 jurisdiction beyond the scope set out in its Admission Document, such change
 will be deemed to constitute an acquisition resulting in a fundamental change
 in the Company's business for the purposes of AIM Rule 14. In the event of any
 breach of this condition or if the Company carries on any unlawful activities
 or if the activities carried on by the Company become unlawful as a result of
 any change in applicable laws, the admission of the Ordinary Shares to trading
 on AIM may be suspended and/or cancelled.

 The Acquisition constitutes a reverse takeover pursuant to AIM Rule 14 and is
 therefore subject to, inter alia, the approval of Summerway's shareholders.

 Upon completion of the Acquisition, the Company expects to cease to be an
 investing company under the AIM Rules for Companies and instead become a
 trading company.

 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):
 Number of ordinary shares of 1 pence each ("Ordinary Shares") for which
 Admission will be sought:  61,669,773

 Issue price per Ordinary Share: 165 pence

 There are no restrictions on the transferability of the Ordinary Shares save
 for customary contractual and AIM Rule 7 lock-ups following admission to AIM
 ("Admission").

 No Ordinary Shares will be held in treasury on Admission.

 CAPITAL TO BE RAISED ON ADMISSION (AND/OR SECONDARY OFFERING) AND ANTICIPATED
 MARKET CAPITALISATION ON ADMISSION:
 Capital to be raised on admission: Gross proceeds of £8.5 million

 Anticipated market capitalisation on admission: Approximately £101.8
 million**

 **Based on a Placing Price of 165 pence
 PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:
 70.6 per cent.

 DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM SECURITIES
 (OR OTHER SECURITIES OF THE COMPANY) ARE OR WILL BE ADMITTED OR TRADED:
 None

 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):
 Benjamin Shaw (Interim Chairman)(1)

 David Firth (Independent Non-Executive Director)

 Elizabeth ("Liz") Shanahan (Independent Non-Executive Director)

 Alexander Anton (proposed Non-Executive Chairman)(2)

 James ("Jim") Short (Proposed Chief Executive Officer)(2)

 Kathleen ("Katie") Long (proposed Chief Financial Officer)(2)

 Robert ("Robbie") Barr (proposed Senior Independent Non-Executive Director)(2)

 Dr Steven ("Steve") Hajioff (proposed Independent Non-Executive Director)(2)

 1.     Will step down from the board of directors with effect from
 admission of the enlarged share capital to trading on AIM

 2.     Will join the board of Directors with effect from admission of the
 enlarged share capital to trading on AIM

 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):

              At publication of Admission Document                             Post

 Admission
               Number of Existing Shares  Percentage of Existing Share Capital  Number of Ordinary Shares  Percentage of Enlarged Share Capital
 Vin Murria OBE             1,403,409                  17.5                                  1,403,409                  2.3%
 Ian Alexander Anton        1,100,000                  13.7                                  1,100,000                  1.8%
 Hargreave Hale Ltd         1,000,000                  12.4                                  1,000,000                  1.6%
 Whitehall Associated S.A.  982,000                    12.4                                  982,000                    1.6%
 Trevor Fenwick             750,000                    9.3                                   1,681,737                  2.7%
 Benjamin Shaw              500,000                    6.2                                   500,000                    0.8%
 Stephen Heath              500,000                    6.2                                   500,000                    0.8%
 James Short                -                          -                                     26,046,928                 42.2%
 John Mitchell              -                          -                                     4,525,403                  7.3%
 Cormac Short               -                          -                                     4,525,403                  7.3%
 Paul Allen                 -                          -                                     4,525,403                  7.3%
 Jonathan Rickard           -                          -                                     2,251,388                  3.7%

 

 NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH
 (H) OF THE AIM RULES:

 None

 (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)         31 December

 (ii)        Summerway - 31 August 2021 (audited), Vertigrow - 30 June
 2021 (unaudited)

 (iii)       16 month final results to 31 December 2021, by 30 April 2022

             Interim results to 30 June 2022, by 30 September 2022

       Final results to 31 December 2022, by 30 June 2023

 EXPECTED ADMISSION DATE:

   28 March 2022

 NAME AND ADDRESS OF NOMINATED ADVISER:

 Canaccord Genuity Limited

 88 Wood Street

 London

 EC2V 7QR

 NAME AND ADDRESS OF BROKER:

 Canaccord Genuity Limited

 88 Wood Street

 London

 EC2V 7QR

 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:
 Electronic copies of the Admission Document will be available from the
 Company's website, https://www.summerwaycapital.co.uk/
 (https://www.summerwaycapital.co.uk/) . The Admission Document will contain
 full details about the applicant and the admission of its securities.

 THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO APPLY

 QCA Corporate Governance Code

 DATE OF NOTIFICATION:

 04 March 2022

 NEW/ UPDATE:

 New

 

 

NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH
(H) OF THE AIM RULES:

 

None

 

(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)         31 December

 

(ii)        Summerway - 31 August 2021 (audited), Vertigrow - 30 June
2021 (unaudited)

 

(iii)       16 month final results to 31 December 2021, by 30 April 2022

 

            Interim results to 30 June 2022, by 30 September 2022

 

      Final results to 31 December 2022, by 30 June 2023

 

 

 

EXPECTED ADMISSION DATE:

 

  28 March 2022

 

NAME AND ADDRESS OF NOMINATED ADVISER:

 

Canaccord Genuity Limited

88 Wood Street

London

EC2V 7QR

 

NAME AND ADDRESS OF BROKER:

 

Canaccord Genuity Limited

88 Wood Street

London

EC2V 7QR

 

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:

Electronic copies of the Admission Document will be available from the
Company's website, https://www.summerwaycapital.co.uk/
(https://www.summerwaycapital.co.uk/) . The Admission Document will contain
full details about the applicant and the admission of its securities.

 

THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO APPLY

 

QCA Corporate Governance Code

 

DATE OF NOTIFICATION:

 

04 March 2022

 

NEW/ UPDATE:

 

New

 

 

 

 

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