Amryt said that Scheme has been sanctioned by the High Court of Justice in England and Wales and the Scheme Court Order is expected to be filed with the Registrar of Companies on 24 September 2019, at which point the Scheme will become effective.
As part of the Transaction and pursuant to the Scheme, a new English group holding company, Amryt Pharma Holdings plc (“New Amryt“), which will be re-named Amryt Pharma plc on completion of the Transaction, is to be inserted as the parent company of the Amryt group.
Amryt confirms that the Scheme Record Time will be 8.00 p.m. today, 23 September 2019. Scheme Shareholders on Amryt’s register of members at the Scheme Record Time will, subject to the Scheme becoming effective, become entitled to receive New Amryt Shares pro rata to their existing holding at the Scheme Record Time. Furthermore, upon the Scheme becoming effective, Scheme Shareholders on Amryt’s register of members at the CVR Record Time, which was 8.00 p.m. on 20 September 2019, will be entitled to receive three types of contingent value rights (“CVRs“) in New Amryt for each Amryt Share held at that time. The CVRs are also being issued to Optionholders pro rata their existing holding of Options at the Scheme Record Time. Pursuant to the terms of the CVRs an aggregate amount of up to $85 million may become payable to the holders of CVRs if certain approvals and revenue milestones are met in relation to one of Amryt’s principal clinical development products, AP101.
There has been no change to the expected timetable of principal events set out in the announcement issued by Amryt on 27 August 2019. Accordingly, today is the last day of dealings in, and registration of transfers of, Amryt Shares on AIM and Euronext Growth and no transfers will be registered after the Scheme Record Time. It is anticipated that dealings in Amryt Shares on AIM and Euronext Growth will be suspended from 7.30 a.m. tomorrow, 24 September 2019. Subject to the Scheme becoming effective and completion of the Acquisition, it is expected that admission of the Amryt Shares to AIM and Euronext Growth will be cancelled at 7.00 a.m. on 25 September 2019 and that the admission of New Amryt’s Enlarged Share Capital to trading on AIM and Euronext Growth will take place and dealings will commence at 8.00 a.m. on 25 September 2019.
Applications have been made to the London Stock Exchange and Euronext Dublin for the Enlarged Share Capital of New Amryt (which includes the New Amryt Shares issued to Scheme Shareholders pursuant to the Scheme, the Consideration Shares issued pursuant to the Acquisition and the Equity Raise Shares) to be admitted to trading on AIM and Euronext Growth, respectively. It is expected that admission of the New Amryt Shares will become effective, and dealings in the New Amryt Shares will commence, at 8.00 a.m. on 25 September 2019.
Unless otherwise defined herein, capitalised terms used in this announcement shall have the meanings set out in admission document published by the Company on 27 August 2019.