AIM Rule 26
The following information is disclosed in accordance with Rule 26 of the AIM Rules (January 2016). These requirements were last reviewed and updated by the company on 21 March 2016.
1. Description of the Company’s Business
SalvaRx Group PLC (SalvaRx) is a drug development company focused on acquiring and operating drug development programmes in immuno-oncology. It owns 60.49% of iOx Therapeutics Limited, a company that is developing a pipeline of anti-cancer treatments based on iNKT cells under license from the Ludwig Institute for Cancer Research. SalvaRx’s strategy focuses on the acquisition of immune-oncology therapeutics that are complementary to anti-PD1 or anti-PDL1 therapies. The Company uses a group of industry and academic experts to assess information on acquisition and investment targets. SalvaRx joined AIM on 22 March 2016 via a reverse takeover of 3Legs Resources PLC.
2. SalvaRx Directors
Non-Executive Chairman, aged 58
Jim Mellon is an investor with interests in several industries. After leaving Oxford University, where he studied PPE, he worked in Asia and the United States in two fund management companies, GT and Thornton, before establishing his own business in 1991. This now has two components: a listed fund management company, Charlemagne Capital Limited and an Asian investment group, Regent Pacific Group Limited. In addition, Jim is a controlling shareholder and a director of Manx Financial Group, an Isle of Man based bank and a controlling shareholder of Webis Holdings plc. He is also a co-founder of Uramin and Red Dragon Resources, both mining groups. Burnbrae, his private company, is a substantial landlord in Germany and in the Isle of Man, and it owns outright the hotel chain, Sleepwell Hotels Limited. Jim is the co-chairman of FastForward Innovations Limited and a director of Portage Biotech Inc.. His book ‘Cracking the Code’, which was published in 2012, focused on investment opportunities in the life sciences sector. Jim is an honorary fellow of Oriel College, Oxford University.
Ian B Walters, MD, MBA
Chief Executive Officer and Executive Director, aged 48
Ian B. Walters, M.D., M.B.A., is the Entrepreneur in Residence at Mediqventures and is part-time CMO of Intensity Therapeutics, Inc. Over his 16 year career, he has demonstrated both leadership and expertise in drug development, including the advancement of multiple cancer compounds from research stages through approval.
Ian specialises in the evaluation, prioritization, and the innovative development of new therapies for the treatment of severe diseases. He has worked at PDL BioPharma, Inc., Millenium Pharmaceuticals, Inc., and Sorrento Therapeutics, Inc., leading corporate development, translational medicine, clinical development and medical affairs.
Ian spent seven years at Bristol-Myers Squibb, where he managed physicians overseeing the international development of more than eight oncology compounds (including Nivolimab (anti-PD-1), Ipilimumab (anti-CTLA-4), brivanib (anti VEGF/FGF), anti-IGF/IR, VEGFR2 biologic, Elotuzimab (antiCS1), as well as biomarker and companion diagnostic work. He was a core member of Bristol- Myers Squibb’s Strategic Transactions Group evaluating and executing licensing agreements, mergers and acquisitions, clinical collaborations, and the company’s immuno-oncology strategy.
Before entering the private sector, Ian was a lead investigator at the Rockefeller University and initiated advanced immunology research to understand the mechanism of action of several compounds. Ian received his MD from the Albert Einstein College of Medicine and an MBA from the Wharton School of The University of Pennsylvania.
Kamlesh Shah, CPA
CPA (Canada), CPA (US), CGMA(US), Chief Financial Officer and Director, aged 65
Kam Shah is a senior finance executive with over 25 years of financial and management experience across a range of industries and companies with significant operating scale and complexity. Kam is a Certified Public Accountant and Chartered Global Management Accountant of the American Institute of CPAs and a Chartered Professional Accountant of the Canadian Institute of CPAs. He has experience in all aspects of corporate finance, including audits, SEC/OSC reporting, forecasting, and business plan development.
Over the past 15 years, Kam has served as the Chief Financial Officer and Corporate Secretary of Bontan Corporation Inc., a publicly-listed group of companies engaged in biotechnology and oil and gas exploration.
Non-Executive Director, aged 68
Richard Armstrong is a former equity analyst and corporate broker. He has extensive experience in reconstructing and raising capital for turnaround situations, especially in the quoted microcap sector, for example Weatherly International plc, K P Renewables plc (now IGas Energy plc), Future Internet Technologies plc (now Artilium plc) and Mobilefuture plc. In most cases, he has joined the board of these companies and has played a major role in helping them to acquire or establish operating businesses.
Greg Bailey, MD
Non-Executive Director, aged 60
Greg Bailey, M.D., is chairman of Portage Biotech, Inc. a publicly traded drug development company and was previously managing partner of Palantir Group, Inc., a merchant bank specialising in biotech and intellectual property. He has over 15 years’ experience in investment banking and has founded several companies. Along with comprehensive experience in healthcare, finance and medicine, Greg brings to the Board an extensive involvement in corporate governance. He has served on multiple public company boards of directors, was a practicing physician for ten years and holds a M.D. degree from the University of Western Ontario.
Non-Executive Director, aged 66
Colin Weinberg is a former stockbroker with some 40 years’ experience with a range of firms including Durlacher plc and Walker Crips Weddle Beck plc. He is a former director of Peckham Building Society and is currently a director of Associated British Engineering plc, a listed company.
3. Board Responsibilities
The Audit Committee will comprise Richard Armstrong (who will be the chair), Jim Mellon and Dr Greg Bailey. The Audit Committee will, inter alia, determine and examine matters relating to the financial affairs of the Company including the terms of engagement of the Company’s auditors and, in consultation with the auditors, the scope of the audit. It will receive and review reports from management and the Company’s auditors relating to the half yearly and audited annual accounts and the accounting and the internal control systems in use throughout the Enlarged Group.
The Remuneration Committee will comprise Jim Mellon (who will be the chair), Richard Armstrong, Dr Greg Bailey and Colin Weinberg. The Remuneration Committee will review and make recommendations in respect of the Directors’ and the Proposed Directors’ remuneration and benefits packages, including share options and the terms of their appointment. The Remuneration Committee will also make recommendations to the New Board concerning the allocation of Options under the Plan.
The Nomination Committee will comprise Colin Weinberg (who will be the chair) Jim Mellon and Richard Armstrong. The Nomination Committee will monitor the size and composition of the New Board and the other New Board committees and will be responsible for identifying suitable candidates for New Board membership.
4. Country of Incorporation and Registered Office:
The Company is incorporated on the Isle of Man and has a registered office at Commerce House, 1 Bowring Road, Ramsey, Isle of Man IM8 2LQ.
5. Shareholder rights
As a company incorporated in the Isle of Man, the Company is subject to Isle of Man company law and shareholders’ rights may be different from the rights of shareholders in a UK incorporated company. A summary of certain aspects of Isle of Man company law is set out in paragraph 6 of Part VIII of the Company’s admission document.
6. Constitutional Documents
7. Other Listings
The Company does not maintain any other listings.
8. Share Capital
The number of shares in issue is 36,466,619 ordinary shares of 2.5p each. The company does not hold any share in treasury. The percentage of shares that is not in public hands is 73.35%.
Shareholders with >3%
|Name||Number of Shares||Percentage|
|Dr. Gregory Bailey||13,320,291||36.53%|
|Hon & Co Holdings Limited||2,122,676||
9. Share Restrictions
There are no restrictions on the transfer of securities.
10. Annual Accounts
11. Regulatory News and Shareholder Circulars
12. Admissions Document
13. Corporate Governance
The Directors and the Proposed Directors acknowledge the importance of the Financial Reporting Council’s UK Corporate Governance Code (compliance with which is not mandatory for companies admitted to trading on AIM) and, following Admission, intend to comply with its principles so far as is practicable and appropriate given the nature and size of the Company and the size and constitution of the Board. The Directors and the Proposed Directors also intend to comply with the principles of the Corporate Governance Guidelines for AIM Companies published by the Quoted Companies Alliance in 2010, to the extent that they consider it appropriate and having regard to the Company’s size, board structure, stage of development and resources.
The Directors and the Proposed Directors will hold regular board meetings and will be responsible for formulating, reviewing and approving the Company’s strategy, budget and major items of capital expenditure. An audit committee, a remuneration committee and a nomination committee have been 24 established with formally delegated rules and responsibilities. Each of these committees will meet as and when appropriate.
14. Takeover Code
The Company is subject to the jurisdiction of the UK Takeover Panel and the application of the City Code. A copy of the City Code is available at www.thetakeoverpanel.org.uk .
15. Details of the nominated adviser and other key advisers
Nominated Adviser and Broker
Northland Capital Partners Limited
60 Gresham St
London EC2V 7BB
Peterhouse Corporate Finance Limited
New Liverpool House
15 Eldon Street
London EC2M 7LD
RSM UK Audit LLP
2 Whitehall Quay
Leeds LS1 4MG
RSM Corporate Finance LLP
25 Farringon Street
London EC4A 4AB
Legal Adviser (as to Isle of Man law)
Cains Advocates Limited
Isle of Man IM1 5PD
Solicitors to the Company (as to English Law)
Cooley (UK) LLP
69 Old Broad Street
London EC2M 1QS
Capita Registrars (Isle of Man) Limited
Isle of Man IM99 1RZ