RNS & Investor News

Schedule 1 - Ducat Ventures plc

18 July 2014

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:

Ducat Ventures plc (to be renamed OptiBiotix Health Plc) ("the Company")
COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES) :

Registered office:


145-147 St John Street
London
EC1V 4PY

Trading address and registered office from Admission:


Innovation Centre
Innovation Way
Heslington
York YO10 5DG
COUNTRY OF INCORPORATION:

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

www.ducatventures.com

To be changed following admission and change of name to:

www.optibiotix.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:

The Company is proposing to acquire the entire issued share capital of OptiBiotix Health Limited (OptiBiotix), which constitutes a reverse takeover under AIM Rule 14 and which, if approved by shareholders, will have the effect of changing the status of the Company from an investing company to an operating company. The so enlarged group's operations would thereafter constitute exclusively those of OptiBiotix.

OptiBiotix was formed in March 2012 to develop compounds which modify the human microbiome - the collective genome of the microbes in the body - to prevent and manage human disease.

The aim of OptiBiotix is to discover and develop microbial strains, compounds and formulations, which modulate the human microbiome and can be used as food ingredients, supplements or active compounds for the prevention and management of human metabolic diseases, examples of which include obesity, cholesterol and lipid distribution and diabetes.

OptiBiotix has established a pipeline of microbiome modulators that can impact on lipid and cholesterol management, energy harvest and appetite suppression. The development pipeline is fuelled by its proprietary Optiscreen® and OptiBiotic® platform technologies designed to identify metabolic pathways and compounds that impact on human physiology and bring potential health benefits. These platforms are applicable across a wider range of other human diseases.

OptiBiotix has developed a portfolio of intellectual property in and around this field of research, consisting of patents, trademarks and novel microbial strains. Further intellectual property is expected to be developed or acquired as opportunities arise from existing and future research and development.

The Company has entered into a conditional acquisition agreement to acquire the entire issued share capital of OptiBiotix for £2.0 million to be satisfied by the issue of new ordinary shares in the 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):

71,754,534 new ordinary shares of 2p each following a share consolidation and the issue of consideration shares and placing shares.

There are no shares held in treasury.
CAPITAL TO BE RAISED ON ADMISSION (IF APPLICABLE) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:

Capital to be raised:£3.3 million

Anticipated market capitalisation on admission:£5.7 million
PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

Estimated at 54%
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:

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):

Directors:

Adam Reynolds1

Executive Chairman

Nicholas Christian Paul Nelson2

Non-Executive Director

Proposed Directors:

David Eric Evans

Non-Executive Chairman

Stephen Patrick O'Hara

Chief Executive Officer

Mark Andrew Wyatt

Non-Executive Director

1 to become a Non-Executive Director with effect from Admission

2 to resign with effect from Admission
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):
Name Holding before admission Holding after admission
Finance Yorkshire Seedcorn Fund1, 2 - 19.5%
Stephen Patrick O'Hara1 - 14.0%
Helium Rising Stars Fund - 13.9%
David Eric Evans1 - 4.8%
Christopher Atur Potts 12.9% 1.7%
Adam Reynolds1 7.2% 1.4%
Nicholas Christian Paul Nelson 4.9% 0.7%



1 A concert party exists comprising Finance Yorkshire Seedcorn Fund, Stephen Patrick O'Hara, David Eric Evans and Adam Reynolds. Subject to shareholder approval, the concert party has been whitewashed to a maximum potential holding (if options and warrants held by members of the concert party are exercised) of 46.5 per cent. of the issued share capital of the Company.

2 Mark Wyatt, a director of the Company, is the appointed board representative of Enterprise Ventures, the fund manager of Finance Yorkshire Seedcorn Fund.
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)

30 November

(ii)

Audited accounts for the 12 months to 31 July 2011, 12 months to 31 July 2012 and 16 months to 30 November 2013 and unaudited accounts for the 6 months to 31 May 2014

(iii)

Final results to 30 November 2014 by 31 May 2015;Half yearly results to 31 May 2015 by 31 August 2015; andFinal results to 30 November 2015 by 31 May 2016
EXPECTED ADMISSION DATE:

5 August 2014
NAME AND ADDRESS OF NOMINATED ADVISER:

Cairn Financial Advisers LLP ("Cairn")
61 Cheapside
London EC2V 6AX
NAME AND ADDRESS OF BROKER:

Peterhouse Corporate Finance Limited
31 Lombard Street
London EC3V 9BQ
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 of its securities will be available on the Company's website and at the offices of Cairn.
DATE OF NOTIFICATION:

18 July 2014
NEW/ UPDATE:

New