Publication of Admission Document & Restoration...

18 July 2014

Ducat Ventures plc

("Ducat" or the "Company")

Publication of Admission Document

& Restoration of Trading on AIM

Ducat Ventures plc (AIM: DUC) announces that a circular, comprising an admission document ("Admission Document") and a notice of general meeting, has been posted to shareholders. Defined terms in this announcement have the same meaning as those in the Admission Document.

A copy of the circular may be downloaded from the Company's website at www.ducatventures.co.uk and is available here http://www.rns-pdf.londonstockexchange.com/rns/6722M_-2014-7-17.pdf.

Following publication of the Admission Document, the temporary suspension to trading in the Company's shares will be lifted with effect from 7:30 a.m. today and trading in the Company's shares will resume at 8:00 a.m.

Summary

· Proposed acquisition of OptiBiotix Health Limited ("OptiBiotix") for £2m in shares

- a microbiome modulation products discovery and development company

· Placing to raise £3.3m (before expenses) at a price of 8p per share

- to develop the intellectual property of OptiBiotix;

- to commercialise OptiBiotix products; and

- for general working capital purposes

· Market capitalisation of Enlarged Group on Admission of £5.7m

· 200:1 share consolidation

· Change of name to OptiBiotix Health plc

· Notice of General Meeting

The Acquisition, if completed, is of sufficient size to constitute a reverse takeover under the AIM Rules and therefore is subject to the approval of Shareholders at the General Meeting to be held at the offices of DAC Beachcroft LLP at 100 Fetter Lane, London EC4A 1BN at 11:00 a.m. on 4 August 2014.

About 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, and 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.

Acquisition consideration

The consideration for the Acquisition of £2 million is to be satisfied by the issue of 25,000,000 New Ordinary Shares at a price of 8 pence per share.

The Placing

Peterhouse Corporate Finance Limited, the Company's broker, has conditionally raised £3.3 million (before expenses) for the Company through the placing of 41,250,000 New Ordinary Shares at 8 pence conditional on the Resolutions being approved by Shareholders at the General Meeting and Admission. The net proceeds of the Placing are estimated at £2.8 million and will be used to develop the intellectual property of OptiBiotix, to commercialise OptiBiotix products and for general working capital purposes. Once the Placing Shares are admitted to trading on AIM, the Placees will, in aggregate, hold approximately 57.5 per cent. of the Enlarged Ordinary Share Capital.

Share consolidation

The Share Consolidation, which is expected to take place after close of business on the Record Date, will involve every 200 Existing Ordinary Shares being consolidated into 1 New Ordinary Share. The Company will issue new share certificates to those Shareholders holding shares in certificated form to take account of the Change of Name and the Share Consolidation. 

Change of name

The Directors propose that the name of the Company be changed to OptiBiotix Health plc with effect from the conclusion of the General Meeting.

Upon the Change of Name being registered at Companies House, the Company's AIM symbol will be changed to OPTI. The Company's website address will be changed to www.optibiotix.com following the General Meeting.

Commenting, Adam Reynolds, Executive Chairman of Ducat, said:

"With at least 2.8 million adults dying as a result of being overweight or obese, it is clear that weight related health problems are one the world's biggest public issues affecting both the developed and the developing world. We see a massive opportunity to address this market with our pipeline of products being developed to suppress appetites and reduce lipid and cholesterol levels.

"In addition, the development of novel non-digestible sugars is expected to have a huge impact on the healthy eating market place where major commercial partners are looking to find healthier sugar substitutes."