TIDMOXP
RNS Number : 1138W
Oxford Pharmascience Group PLC
10 November 2017
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY IN OR INTO ANY JURISDICTION WHERE TO
DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION.
Defined terms in this announcement have the same meanings
as used in the Circular sent to shareholders today.
Oxford Pharmascience Group plc
("Oxford Pharmascience" or the "Company" and, together with its
subsidiaries, the "Group")
The Company today announces its intention to demerge certain
operating and other assets and the business of the Group to Oxford
Pharmascience Limited ("OPL"), following a Board strategic review
of the Group's operations. The Demerger constitutes a fundamental
disposal under Rule 15 of the AIM Rules and is subject to
Shareholder approval at the General Meeting to be held at 11:00
a.m. on 27 November 2017 at the offices of DWF LLP at 20 Fenchurch
Street, London EC3M 3AG.
Rationale for the Demerger
The objective of the Demerger is to maximise value to Existing
Shareholders:
-- through ongoing commercialisation of the Group's existing
commercial and development assets and intellectual property in a
private vehicle; and
-- by providing a continued investment in a Rule 15 Cash Shell
seeking to deploy the Company's remaining cash assets through the
acquisition of an operating business (or operating assets), with
such an acquisition constituting a reverse takeover
The Board believes the Demerger to be in the best interests of
the Company and Existing Shareholders and further that the Demerger
allows:
-- OPL to continue commercialisation efforts of the Group's
OXPzero(TM) platform technology as a private company with cash
reserves of approximately GBP1.3 million whilst revenue will
continue to be generated from the on-going sales of calcium chew
products
-- Existing Shareholders to maintain a continued investment in
this business through the receipt of OPL Shares to be distributed
to them in the same proportions as their existing holdings in the
Company on the Record Date
-- Existing Shareholders to also retain the potential upside
from continuing interests in the Company via the investment of its
remaining cash resources of approximately GBP19.3 million as at 31
October 2017 into other opportunities as further described
below.
Structure of the Demerger
The Demerger represents a fundamental change of business under
Rule 15 of the AIM Rules and therefore requires the approval of
Existing Shareholders at the General Meeting described above.
Completion of the Demerger will result in the Company becoming a
Rule 15 Cash Shell.
In order to give effect to the Demerger, the Company is
proposing to reorganise the existing issued share capital and
undertake a capital reduction and cancellation of its share premium
account, which will also require an amendment to the Company's
Articles of Association. Finally, in order to reflect the revised
strategy of the Company going forward (as a Rule 15 Cash Shell) it
is proposed that the Company change its name to Abaco Capital
plc.
The Demerger will involve the Company's entire holding of shares
in its subsidiary, OPL, which holds substantially all of the
Group's commercial assets, drug development assets and intellectual
property, being distributed in specie to Existing Shareholders.
Status and Strategy of Abaco Capital plc as a Rule 15 Cash
Shell
Following completion of the Demerger, the Company will become a
Rule 15 Cash Shell and will therefore be required to make an
acquisition which constitutes a reverse takeover under Rule 14 of
the AIM Rules (including seeking re-admission as an investing
company (as defined under the AIM Rules) on or before the date
falling six months from completion of the Demerger.
In seeking and considering potential acquisitions, the Board of
Directors intends to identify opportunities offering the potential
to deliver value creation and returns to shareholders over the
medium to long-term. The Company will consider investment
opportunities in any sectors as they arise, however, the Board of
Directors have a combined skill set and experience particular to
the pharmaceutical, biotechnology and technology sectors.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Publication of the Circular 10 November 2017
---------------------------------------- ------------------
Latest time and date for receipt
of
Forms of Proxy for the General 11:00 a.m. on
Meeting 23 November 2017
---------------------------------------- ------------------
General Meeting 27 November 2017
---------------------------------------- ------------------
Latest time and date for transfers
of Existing Shares to be registered
in order for the transferee to
be registered at the Record Date 4 December 2017
---------------------------------------- ------------------
Ex entitlement date for the proposed
Subdivision 4 December 2017
---------------------------------------- ------------------
Record Date for the proposed 6:00 p.m. on 4
Subdivision December 2017
---------------------------------------- ------------------
Dealings in New Shares (following
Subdivision) expected to commence 5 December 2017
---------------------------------------- ------------------
Expected date of High Court hearing
to confirm the Capital Reductions 13 December 2017
---------------------------------------- ------------------
Expected effective date for the
Capital Reductions 20 December 2017
---------------------------------------- ------------------
Expected date for completion
of the Demerger 20 December 2017
---------------------------------------- ------------------
Expected date for the issue of
shares in the capital of Oxford
Pharmascience Limited to Participating
Deferred Shareholders 29 December 2017
---------------------------------------- ------------------
Notes:
(1) Each of the times and dates set out in the above timetable
and mentioned in this announcement is subject to change by the
Company, in which event details of the new times and dates will be
notified by an appropriate announcement.
(2) References to times are to London times unless otherwise stated.
(3) All events in the above timetable following the holding of
the General Meeting are conditional upon: (i) the passing of the
Resolutions; (ii) approval of the Capital Reductions by the High
Court; and (iii) registration of the High Court Order confirming
the Capital Reductions with the UK Registrar of Companies.
ADDITIONAL INFORMATION
The New Shares will have the same stock identification codes as
the Existing Ordinary shares as follows:
ISIN: GB00B3LXPB43
SEDOL: B3LXPB4
The profits attributable to OPL are a loss before tax of GBP1.5
million for the twelve months ended 31 December 2016 and a loss
before tax of GBP1.2 million for the six months ended 30 June
2017.
Further information is contained within the Circular posted
today to Shareholders, a copy of which can also be found in the
Investor Relations section of the Company's website, www.
oxfordpharmascience.com.
Shareholders are strongly advised to read the Circular in its
entirety, which contains important information about risk factors
associated with their continuing investments in both OPL and the
Company, the legal process to give effect to the Demerger and
details of the General Meeting.
This announcement is released by Oxford Pharmascience Group plc
and contains inside information for the purposes of Article 7 of
the Market Abuse Regulation (EU) 596/2014 ("MAR"), encompassing
information relating to the proposed Demerger described herein, and
is disclosed in accordance with the Company's obligations under
Article 17 of MAR. For the purposes of MAR and Article 2 of
Commission Implementing Regulation (EU) 2016/1055, this
announcement is being made on behalf of the Company by Marcelo
Bravo and Chris Hill, save for the related party transaction
disclosures, which the Independent Directors are making on behalf
of the Company.
For further information please contact:
Oxford Pharmascience Group Plc +44 20 7554 5875
Chris Hill, Chief Financial Officer
N+1 Singer (Nominated Adviser & Broker)
Aubrey Powell/Lauren Kettle +44 20 7496 3000
Forward-looking statements
Certain statements contained herein constitute forward-looking
statements. The forward-looking statements contained herein include
statements about the expected effects of the Capital Reductions and
the Demerger, the expected timing and scope of the Capital
Reductions and the Demerger and other statements other than in
relation to historical facts. Forward-looking statements are
statements which contain, without limitation, words such as
"intends", "anticipates", "targets", '"estimates"', "believes",
"should", "plans", "will", "expects" and similar expressions or
statements that are not historical facts. The statements are based
on the assumptions and assessments by the Board and are naturally
subject to uncertainty and changes in circumstances. By their
nature, forward-looking statements involve risk and uncertainty and
the factors described in the context of such forward-looking
statements in this announcement or the Circular could cause actual
results and developments to differ materially from those expressed
in or implied by such forward-looking statements. There are a
number of factors that could cause actual results or developments
to differ materially from those expressed or implied by such
forward-looking statements. These factors include, but are not
limited to, local and global political and economic conditions,
future revenues of the Company being lower than expected, expected
cost
savings from the Capital Reductions and the Demerger or other
future transactions not being realised fully or in line with
expected timeframes, competitive pressures in the industry
increasing, foreign exchange rate fluctuations and interest rate
fluctuations (including those from any potential credit rating
decline) and legal or regulatory developments and changes. Given
these risks and uncertainties, investors should not place undue
reliance on forward-looking statements.
Neither the Company, nor any of its respective associates or
directors, officers or advisers, provides any representation,
assurance or guarantee that the occurrence of the events expressed
or implied by any forward-looking statements contained herein will
actually occur. Other than in accordance with their legal or
regulatory obligations (including under the AIM Rules, Market Abuse
Regulation, the Disclosure and Transparency Rules of the Financial
Conduct Authority and the City Code on Takeovers and Mergers), the
Company is not under any obligation and expressly disclaims any
intention or obligation to update or revise any forward-looking
statements, whether as a result of new information, future events
or otherwise.
CHAIRMAN'S LETTER - EXTRACTED FROM THE CIRCULAR WITHOUT MATERIAL
ADJUSTMENT
1. Introduction
Following a strategic review of the Group's operations
undertaken by the Board, the Company today announced its intention
to demerge its entire holding of shares in the capital of its
wholly owned subsidiary, OPL, which holds substantially all of the
Group's commercial assets, drug development assets and intellectual
property and to distribute the shares in OPL in specie to Existing
Shareholders.
The objective of the Demerger is to maximise value to Existing
Shareholders through the further commercialisation of the Group's
existing commercial and development assets and intellectual
property in a private vehicle, and provide a continued investment
in a Rule 15 Cash Shell seeking to deploy the Company's remaining
cash assets through the acquisition of an operating business (or
operating assets), with such an acquisition constituting a reverse
takeover under Rule 14 of the AIM Rules.
The Demerger is considered to be a fundamental change of
business pursuant to Rule 15 of the AIM Rules and therefore
requires the approval of Existing Shareholders at the General
Meeting. Completion of the Demerger will result in the Company
becoming a Rule 15 Cash Shell. In order to achieve the Demerger,
the Board is also seeking Existing Shareholder approval to
subdivide and re-classify each Existing Share into 1 New Share of
GBP0.00001 and 1 Participating Deferred Share of GBP0.00099 and
amend the Existing Articles by the adoption of the New
Articles.
The purpose of the Circular is to set out the background to and
reasons for the Demerger, explain why the Board believes that the
Proposals are in the best interests of Existing Shareholders as a
whole and detail the Resolutions to be put to the Existing
Shareholders at the General Meeting to be held on 27 November 2017.
The formal Notice of the General Meeting is set out at the end of
the Circular.
2. Background and reasons for the Demerger
In June 2015, the Company raised GBP20 million from the issue of
new equity to existing and new shareholders of the Company, the
proceeds of which were to be used to continue development of
reduced gastrointestinal damage, non-steroidal anti-inflammatory
drug products for ibuprofen and naproxen along with a programme to
fast-track the development of OXPzero(TM) Aspirin.
Since raising the new capital, an OXPzero(TM) Aspirin product
proved to be unviable due to stability issues and the pathway to
approval for gastric safe OXPzero(TM) Ibuprofen products in the
USA, the Company's biggest potential market, was proved to be
economically unviable due to the regulatory complexities imposed by
the US Food and Drug Administration.
As a result, the Company decided to focus primarily on its NSAID
programmes for over-the-counter markets and has deemed that it no
longer requires such a large capital base to execute its
streamlined business plan. The Group has always been operated in an
efficient and tightly cost-controlled manner and, as a result,
Group cash balances stand at GBP20.6 million as at 31 October
2017.
The Board continues to believe that the OXPzero(TM) technology
platform can be successful as early stage discussions with
potential partners are on-going (although with uncertain outcomes),
however, operating OPL from within a public company would not offer
the best means of achieving that success. The Company's share price
has traded below cash for some time indicating that the market does
not value the prospects for the technology. In addition, there is a
lack of liquidity in the market for its shares.
The Demerger will allow OPL to continue commercialisation
efforts of the OXPzero(TM) platform technology as a private company
with cash reserves of approximately GBP1.3 million whilst revenue
will continue to be generated from the on-going sales of calcium
chew products, and provides Existing Shareholders with continued
investment in this business through the receipt of OPL Shares.
Existing Shareholders will also retain the potential upside from
continuing interests in the Company via the investment of its cash
resources (being the sum of GBP19.3 million as at 31 October 2017)
into other opportunities as further described below. The Board
believes the Demerger to be in the best interests of the Company
and Existing Shareholders.
The profits attributable to OPL are a loss before tax of GBP1.5
million for the twelve months ended 31 December 2016 and a loss
before tax of GBP1.2m million for the six months ended 30 June
2017.
3. Rule 15 Cash Shell
Following completion of the Demerger, the Company will become a
Rule 15 Cash Shell and as such will be required to make an
acquisition or acquisitions which constitutes a reverse takeover
under Rule 14 of the AIM Rules (including seeking re-admission as
an investing company, as defined under the AIM Rules) on or before
the date falling six months from completion of the Demerger.
In seeking and considering potential acquisitions, the Board of
Directors intends to identify opportunities offering the potential
to deliver value creation and returns to shareholders over the
medium to long-term. The Company will consider investment
opportunities in any sectors as they arise, however, the Board of
Directors have a combined skill set and experience particular to
the pharmaceutical, biotechnology and technology sectors.
As required under Rule 15 of the AIM Rules, the Directors'
initial priority in considering investments will be to seek an
acquisition which would constitute a reverse takeover and then form
the primary trading business of the Company going forward.
Following the completion of such a reverse takeover, however, the
Directors will also consider other investments, to the extent it
has additional cash resources. If the Directors are unable to
identify a compelling reverse takeover target, they retain the
option to return capital to shareholders.
The Company will consider investment opportunities anywhere in
the world. Investments may be made by way of purchasing shares in
appropriate companies, outright acquisition or by the acquisition
of assets, including the intellectual property, of a relevant
business, or by entering into partnerships or joint venture
arrangements.
Such investments may result in the Company acquiring the whole
or part of a company or project (which in the case of an investment
in a company may be private or listed or quoted on a stock
exchange, and which may be pre-revenue), and such investments may
constitute a minority stake in the company or project in question.
The Company may be both an active and a passive investor depending
on the nature of the individual investments.
Although the Company intends to be a medium to long-term
operator or investor, the Company places no minimum or maximum
limit on the length of time that any investment may be held and
therefore shorter term disposal of any investments cannot be ruled
out. The Company intends there to be no absolute limit on the
number of projects into which the Company may invest, and the
Company's available financial resources may be invested in a number
of propositions or in just one opportunity, which may be deemed to
be a reverse takeover pursuant to Rule 14 of the AIM Rules. This
approach will allow investments to be in all types of assets and
there will be no investment restrictions.
Failing to complete such an acquisition(s) (or otherwise seek to
readmit as a Rule 8 investing company), within six months from
completing the Demerger, would result in the New Shares being
suspended from trading on AIM pursuant to Rule 40 of the AIM Rules.
Admission to trading on AIM of the New Shares would be cancelled
six months from the date of suspension, under Rule 41 of the AIM
Rules, should the reason for the suspension not have been
rectified.
Following completion of the share capital re-organisation, the
Board will retain the right to distribute the cash reserves of the
Company to shareholders, to the extent that such cash resources are
not considered necessary for any acquisition, the operation of any
enlarged business and/or for investment purposes.
4. Proposed Board Changes
It is intended that the Group's existing chief executive
officer, Marcelo Bravo, will continue to lead the development of
OPL's commercial assets as chief executive of OPL, and will
accordingly resign from his position as Chief Executive Officer of
the Company upon completion of the Demerger. It is intended that
both James White and Karl Robertson Van Horn will also resign from
their positions as non-executive directors of the Company. Karl
Robertson Van Horn will be appointed as a director of OPL and will
act in a non-executive capacity on the OPL board of directors, to
provide guidance and oversight to the commercialisation of OPL's
assets.
Chris Hill will remain as Chief Financial Officer and a director
of the Company and will remain a director of OPL to provide
financial management services to OPL.
Therefore following completion of the Demerger, the board of OPL
will consist of Marcelo Bravo, Chris Hill and Karl Robertson Van
Horn, with David Norwood, Chris Hill and John Goddard remaining as
Chairman, Chief Financial Officer and Non-Executive Director of the
Company, respectively.
As a result of the above proposed changes, Marcelo Bravo and
Karl Robertson Van Horn will enter into new service contracts with
OPL. It is expected that Marcelo Bravo will work two to three days
per week for OPL and Karl Robertson Van Horn will continue on the
same terms for OPL as he had in place with the Company prior to the
Demerger. In relation to the remaining Company appointments, it is
expected that there will be a reduction in the number of hours the
directors are required to provide to the Company following the
Demerger (although a degree of flexibility will be required to
reflect increased working commitments required to evaluate,
negotiate and enter into any investment opportunities referred to
in paragraph 3 above).
5. Change of name
Following completion of the Demerger, OPL will keep its
corporate name and continue to trade under such name. Given that
OPL will no longer be a subsidiary of the Company and to reflect
the new strategy of the Company, a proposal to change the Company's
name to "Abaco Capital plc" is included in the Resolutions.
6. Background to and legal process to give effect to the Demerger
In order to effect the Demerger, the Group is required to
undertake a legal process, including the Subdivision and the
Capital Reductions, which are subject to Existing Shareholder
approval at the General Meeting. Further details on this process
are set out in Part II of the Circular.
7. Related Party Transactions
The Demerger constitutes related party transactions under Rule
13 of the AIM Rules with each of Woodford Investment Managers and
Richard Griffiths, as substantial shareholders of the Company and
David Norwood and Marcelo Bravo, as directors of the Company, (each
being a "Related Party" and together being the "Related Parties").
Based upon the Related Parties' shareholdings in the Company as at
the date of the Circular, upon completion of the Demerger, the
Related Parties will have the following holdings in each of the
Company and OPL:
Current holding of % of current holding % of issued share % of issued share
Existing Shares of Existing Shares capital of the capital of OPL
Company following following the
the Demerger Demerger
----------------------- ---------------------- ---------------------- --------------------- ----------------------
Woodford Investment
Managers 401,597,920 33.31 33.31 33.31
----------------------- ---------------------- ---------------------- --------------------- ----------------------
Richard Griffiths 170,553,029 14.13 14.13 14.13
----------------------- ---------------------- ---------------------- --------------------- ----------------------
David Norwood 105,938,633 8.79 8.79 8.79
----------------------- ---------------------- ---------------------- --------------------- ----------------------
Marcelo Bravo 65,000,000 5.39 5.39 5.39
----------------------- ---------------------- ---------------------- --------------------- ----------------------
Note: The above figures assume no changes to the underlying
holdings of the named shareholders after publication of the
Circular and before the record date.
Chris Hill, James White, John Goddard and Karl Robertson Van
Horn are deemed to be independent of the Demerger for the purposes
of Rule 13 of the AIM Rules. The Independent Directors, having
consulted with the Company's nominated adviser, N+1 Singer,
consider that the terms of the Demerger referred to above are fair
and reasonable in so far as the Existing Shareholders are
concerned.
8. Company's authority to purchase its own shares
Authority is sought from Existing Shareholders for the Company
to make market purchases of New Shares (subject to completion of
the Subdivision), such authority being limited to the purchase of
up to 10 per cent. of the issued share capital of the Company
following the Demerger. Resolution 7 is proposed in this regard and
sets out the maximum and minimum prices that can be paid.
The Directors have no present intention of exercising the
authority to purchase New Shares. The authority will be exercised
only if the Directors believe that to do so would result in an
increase in earnings per share or an increased net asset value per
share (or both) for the Company's shareholders, and would be likely
to promote the success of the Company for the benefit of its
shareholders as a whole.
The Company may either cancel any New Shares which it purchases
under this authority or transfer them into treasury (and
subsequently sell or transfer them out of treasury or cancel
them).
9. Share Option Schemes
Certain Directors and employees of the Company and OPL have
signed deeds of surrender contingent on approval of the Demerger or
have confirmed their intention to surrender share options in
respect of options over 98,200,000 shares in the Company.
Following the Demerger, in order to incentivise its employees,
it is proposed that OPL will adopt its own employee share schemes.
On completion of a reverse takeover in accordance with Rule 14 of
the AIM Rules, the Company would also look to adopt new employee
share option schemes.
10. Taxation
There should be generally no tax liabilities under normal
capital gains tax or income tax on dividend rules for UK resident
Existing Shareholders arising from the proposed transactions.
Details and risk factors of the UK tax treatment are set out in
Part V of the Circular (Taxation). Shareholders who are Venture
Capital Trusts or have other privileged tax treatment should
confirm their specific position, as further detailed in Part V.
If shareholders are in any doubt about their tax position or are
subject to tax in a jurisdiction other than the UK, they should
consult a professional adviser. The absence of any reference to the
tax consequences of the Demerger for Existing Shareholders who are
subject to tax in any other particular jurisdiction should not be
taken to imply that the implementation of the Demerger might not
have adverse tax consequences for such Existing Shareholders.
11. Restricted Shareholders
Within the timetable for the Demerger, the Board have provided
for a period of seven days following the General Meeting during
which Existing Shareholders will be able dispose of Existing Shares
they hold prior to the Record Date. Any Existing Shareholders who
are unable or do not wish to hold shares in the capital of a
private company limited by shares should ensure that they have
disposed of their Existing Shares by the Record Date.
It is the Board's current intention that OPL will put in place
an electronic off-market dealing facility for the OPL Shares
following completion of the Demerger. This facility would allow
shareholders of OPL to trade their OPL Shares on a matched bargain
and arm's length basis via periodic auctions.
12. Overseas Shareholders
The implications of the Demerger for Overseas Shareholders may
be affected by the laws of the jurisdiction in which they are
resident or otherwise located. Overseas Shareholders should inform
themselves about and observe all applicable legal requirements. It
is the responsibility of any person into whose possession the
Circular comes to satisfy themselves as to the full observance of
the laws of the relevant jurisdiction in connection with the
transfer of OPL Shares pursuant to the Demerger, including the
obtaining of any governmental, exchange control or other consents
which may be required and/or compliance with other necessary
formalities which are required to be observed and the payment of
any issue, transfer or other taxes or levies due in such
jurisdiction.
13. Action to be taken
A reply-paid Form of Proxy for use in connection with the
General Meeting is enclosed with the Circular. Whether or not you
intend to be present at the General Meeting, you are requested to
complete, sign and return the Form of Proxy in accordance with the
instructions printed thereon to the Company at the Company's
registrars as soon as possible and, in any event, not later than
11:00 a.m. on 23 November 2017, being 48 hours before the time of
the General Meeting. The completion and return of the Form of Proxy
will not preclude you from attending the General Meeting and voting
in person should you subsequently wish to do so.
The proposals can only be implemented if the Resolutions are
approved by the requisite majority at the General Meeting and the
Capital Reductions are confirmed by the High Court. It is therefore
important that you either vote in person or by proxy at the General
Meeting.
Shareholders are reminded that, if their Shares are held in the
name of a nominee, only that nominee or its duly appointed proxy
can be counted in the quorum at the General Meeting.
14. Recommendation
The Board considers that the Proposals and the passing of the
Resolutions to be proposed at the General Meeting are in the best
interests of the Company and its Shareholders as a whole.
Accordingly, the Board of Directors unanimously recommends that you
vote in favour of the Resolutions set out in the Notice of General
Meeting as the Board of Directors intend to do in respect of their
own (and connected persons') beneficial shareholdings totalling
170,938,633 Existing Shares, representing approximately 14.18% of
the Company's issued voting share capital as at the date of this
announcement.
Whether or not you are able to attend the General Meeting in
person, please read the Notice of General Meeting set out at the
end of the Circular and the enclosed Form of Proxy, including the
notes thereto, carefully to ensure you are able to record your
votes in respect of the Resolutions to be proposed at the General
Meeting.
DEFINITIONS
The following definitions apply throughout this announcement
unless the context otherwise requires:
AIM AIM, a market operated by the London
Stock Exchange
AIM Rules the rules of AIM as set out in
the publication entitled 'AIM Rules
for Companies' published by London
Stock Exchange from time to time
Board of Directors the board of directors of the Company
or the Board as at the date of this announcement,
comprising David Norwood, Marcelo
Bravo, Chris Hill, James White,
John Goddard and Karl Robertson
Van Horn
Capital Reductions the proposed reductions of the
Issued Share Capital and Share
Premium Account as described in
paragraph 4 of Part II of the Circular
Circular the Circular to be posted to Shareholders
detailing the Proposals and convening
the General Meeting
City Code the City Code on Takeovers and
Mergers
Company Oxford Pharmascience Group plc,
a company incorporated in England
and Wales with registered number
07036758 and having its registered
office at 2 Royal College Street,
London NW1 0NH, to be renamed pursuant
to approval of Resolution 6
Demerger the demerger of substantially all
of the Company's OPL Shares to
the Participating Deferred Shareholders
as described in paragraph 3 of
Part II of the Circular
Existing Articles the existing articles of association
of the Company (as amended) as
adopted by special resolution passed
on 27 January 2010
Existing Shareholders the holders of the Existing Shares
Existing Shares the existing ordinary shares GBP0.001
each in the capital of the Company
Forms of Proxy the form or forms of proxy accompanying
the Circular relating to the General
Meeting
Group the Company and OPL
Independent Chris Hill, James White, John Goddard
Directors and Karl Robertson Van Horn
Issued Share the issued share capital of the
Capital Company as at the date of this
announcement, being 1,205,661,619
Existing Shares
General Meeting the general meeting of the Company
to be held at 11:00 a.m. on 27
November 2017 at the offices of
DWF LLP at 20 Fenchurch Street,
London EC3M 3AG, notice of which
is set out at the end of the Circular,
and including any adjournment(s)
thereof
London Stock London Stock Exchange plc
Exchange
New Articles the new articles of association
of the Company proposed to be adopted
at the General Meeting
New Shares the new ordinary shares of GBP0.00001
each in the capital of the Company
having those rights set out in
the New Articles
Notice of General the notice of General Meeting,
Meeting set out in Part VI of the Circular
OPL Oxford Pharmascience Limited, a
company incorporated in England
and Wales with registered number
06498279 and a wholly owned subsidiary
of the Company as at the date of
the Circular
OPL Shares the ordinary shares of GBP0.01
each in the capital of OPL
Overseas Shareholders those Existing Shareholders with
registered addresses outside the
UK or who are incorporated in,
registered in or otherwise resident
or located in, countries outside
the UK
Participating the new participating deferred
Deferred Shares shares of GBP0.00099 each in the
capital of the Company having the
rights set out in the New Articles
Participating holders of the Participating Deferred
Deferred Shares
Shareholders
Proposals together, the Subdivision and the
Demerger
Record Date 4 December 2017
Registrars Neville Registrars Limited of Neville
House, 18 Laurel Lane, Halesowen
B63 3DA
Resolutions the resolutions to be proposed
at the General Meeting which are
set out in full in the Notice of
General Meeting
Rule 15 Cash has the meaning set out in the
Shell AIM Rules
Share Premium the share premium account of the
Account Company
Subdivision the subdivision and reclassification
of the Existing Shares into New
Shares and Participating Deferred
Shares as described in paragraph
3 of Part II of the Circular
UK or United the United Kingdom of England,
Kingdom Scotland, Wales and Northern Ireland
This information is provided by RNS
The company news service from the London Stock Exchange
END
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