The Board of Open Orphan plc (AIM:ORPH) announced the spin-off of a portfolio of intellectual property and development assets on April 13, 2021. The Board of Open Orphan has decided that a spin-out and admission to AIM of the wholly owned Development IP Assets is necessary including the incorporation of a new subsidiary, ORPH Pharma IP Company Limited to Poolbeg Pharma Limited in return for the issue of new shares by Poolbeg to shareholders of Open Orphan on the register at close of business on June 17, 2021. Shareholders of Open Orphan will receive one Poolbeg Share for every 2.98 ordinary shares held in the Open Orphan. These do not include the equity interests in Imutex Limited and PrEP Biopharm Limited. The value of the proposed Distribution in Specie (the "Value") has not yet been determined and the number of Newco Ordinary Shares (the "Ratio") that each Shareholder would receive pursuant to the proposed Distribution in Specie has not yet been determined. The distribution in specie of the entire issued share capital of ORPH Pharma IP by the Company to Newco will be in return for Newco allotting and issuing Newco Ordinary Shares to Open Orphan Shareholders who are registered on the Open Orphan register of members at the specified demerger record date at a time and date to be determined by the Company and notified to the Shareholders in due course, on the basis of the determined Ratio (save that fractions of a Newco Ordinary Share will not be issued). The deal is subject to approval of shareholders of Open Orphan. The Directors of Open Orphan unanimously recommend that shareholders approve the deal. The approval of Open Orphan shareholders to such distribution in specie was granted at Open Orphan's general meeting held on April 29, 2021. John Llewellyn-Lloyd, Benjamin Cryer and Nick Wright of Arden Partners plc (AIM:ARDN) acted as financial advisors to Open Orphan. Record date for the distribution in specie is June 17, 2021 and Distribution in specie effected on June 18, 2021. As of July 19, 2021, Poolbeg Pharma has floated on the AIM market of the London Stock Exchange.