Schedule One - SourceBio International Plc | RNS | Ticker

Schedule One - SourceBio International Plc

RNS Announcement

RNS Number : 1279C

AIM

15 October 2020

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:

Sherwood Holdings Limited (to be re-registered as SourceBio International plc - "SourceBio", the "Group" or the "Company")

COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES) :

1 Orchard Place, Nottingham Business Park, Nottingham, NG8 6PX

COUNTRY OF INCORPORATION:

England and Wales

COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:

Company website address containing all information required by AIM Rule 26 from admission: www.sourcebiointernational.com

Current corporate website: www.sourcebioscience.com

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:

SourceBio is a leading international provider of integrated state-of-the-art laboratory services and products to clients in the healthcare, clinical, life science research and biopharma industries, with a focus on improving patient diagnosis, management and care. The Group is headquartered in Nottingham, with facilities in the UK, Ireland and the USA.

The Group's revenues are derived from four core businesses areas:

· Healthcare Diagnostics - histopathology and clinical diagnostic services for the NHS and private healthcare across the UK and Ireland;

· Genomics - DNA sequencing services for pharmaceutical and biotechnology companies, academia, CROs and other research groups in the UK, Europe and North America;

· Stability Storage - shelf life testing services and equipment for pharmaceutical and biotechnology companies, contract manufacturers and analytical testing companies from around the world but primarily in the UK, Ireland and the USA; and

· Infectious Disease Testing - since May 2020, the Group has provided COVID-19 Antigen RT-PCR testing services. These services passed all of the auditing requirements of the NHS and the DHSC in April 2020. It is intended that this offering will potentially provide a broad range of infectious disease testing across the NHS, private healthcare and commercial sectors in the future.

The Group employs approximately 235 employees across six sites globally, in the UK, Ireland and the USA with headquarters in Nottingham, UK. It benefits from an experienced executive management team with a strong background in the life sciences, healthcare and technology sectors.

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 £0.0015 each in nominal value ("Ordinary Shares") for which Admission will be sought: TBC

Placing price per Ordinary Share: TBC

There are no restrictions as to the transferability of the Ordinary Shares.

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:

Primary capital to be raised on Admission: £TBC million

Market capitalisation on Admission: £TBC million

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

TBC 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:

N/A

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):

Jay Charles LeCoque (Executive Chairman)

Anthony "Tony" James Ratcliffe (Chief Financial Officer)

Sir Ian James Carruthers (Senior Independent Non-Executive Director)

Simon John Constantine (Independent Non-Executive Director)

Christopher Harwood Bernard Mills (Non-Executive Director)

Marco Fumagalli (Non-Executive Director)

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):

Shareholder	% of ISC pre - Admission	% of ISC post-Admission
Funds Controlled by Harwood Capital LLP	33.46%	TBC
Funds Controlled by Continental Investment Partners SA	33.46%	TBC
Funds Controlled by Lombard Odier Asset Management (USA) Corp	26.02%	TBC
Jay LeCoque⁽¹⁾	TBC	TBC

⁽¹⁾Jay LeCoque currently holds A ordinary shares which will convert into Ordinary Shares in the Company immediately prior to Admission.

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) 31 December

(ii) 30 June 2020 (unaudited interim financial information)

(iii) 30 June 2021 (annual accounts for the full year to 31 December 2020)

30 September 2021 (half yearly report for the six month period to 30 June 2021)

30 June 2022 (annual accounts for the full year to 31 December 2021)

EXPECTED ADMISSION DATE:

29 October 2020

NAME AND ADDRESS OF NOMINATED ADVISER:

Liberum Capital Limited

Ropemaker Place

Level 12

25 Ropemaker Street

London EC2Y 9LY

NAME AND ADDRESS OF BROKER:

Liberum Capital Limited

Ropemaker Place

Level 12

25 Ropemaker Street

London EC2Y 9LY

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 copy of the admission document containing full details about the applicant and the admission of its securities will be available on the Company's website at:

www.sourcebiointernational.com

THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO APPLY

QCA Corporate Governance Code

DATE OF NOTIFICATION:

15 October 2020

NEW/ UPDATE:

New

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RNS metadata

Title: Schedule One - SourceBio International Plc
Time: 08:00:02
Date: 15 Oct 2020
Category: Capital structure
ID: 1279C