TIDMNFX
RNS Number : 6571Y
Nuformix PLC
17 January 2022
17 January 2022
Nuformix plc
("Nuformix" or the "Company")
Posting of Circular and Notice of General Meeting
Nuformix plc (LSE: NFX), a pharmaceutical development company
targeting unmet medical needs in fibrosis and oncology via drug
repurposing, announces that further to the announcement made on 14
December 2021 in respect of the conditional subscription to raise
GBP1.65 million with Lanstead Capital Investors L.P., a circular to
shareholders and a notice of general meeting has been sent to
shareholders and is available on the Company's website at:
www.nuformix.com .
The general meeting will be held at 6th Floor, 60 Gracechurch
Street, London, EC3V 0HR at 10.00 a.m. on 31 January 2022.
The letter from the Chairman has been extracted from the
circular and is reproduced in full below.
Enquiries
Nuformix plc via Walbrook
Dr Alastair Riddell, Executive
Chairman
Allenby Capital Limited +44 (0) 20 3328 5656
Nick Athanas / George Payne (Corporate
Finance)
Stefano Aquilino / Matt Butlin (Sales
and Corporate Broking)
Walbrook PR nuformix@walbrookpr.com or +44 (0)20
7933 8780
Anna Dunphy / Phillip Marriage Tel: +44 (0)7876 741 001 / +44
(0)7867 984 082
About Nuformix
Nuformix is a pharmaceutical development company targeting unmet
medical needs in fibrosis and oncology via drug repurposing. The
Company aims to use its expertise in discovering, developing and
patenting novel drug forms, with improved physical properties, to
develop new products in new indications that are, importantly,
differentiated from the original (by way of dosage, delivery route
or presentation), thus creating new and attractive commercial
opportunities. Nuformix has an early-stage pipeline of preclinical
and Phase I-ready assets with potential for significant value and
early licensing opportunities.
Extracts from the Circular
(The information below has been extracted from the Circular
without amendment. Therefore, references to pages or paragraphs
below refer to the relevant pages or paragraphs of the
Circular.)
1. INTRODUCTION
On 14 December 2021, the Company announced that it had raised
GBP1.65 million through the conditional subscription by Lanstead
for 110,000,000 Ordinary Shares at a price of 1.5 pence per
Ordinary Share together with related sharing agreements. The
Lanstead Subscription is designed to be completed in two tranches.
The first tranche (as described in more detail below) was completed
in December 2021 under existing authorities. Subject to the
approval of shareholders for the additional authorities sought
under the Resolutions, together with the Company not being required
to issue a prospectus for the admission of the Second Subscription
Shares to trading on the London Stock Exchange, the Directors now
intend to proceed with the second tranche of the Lanstead
Subscription, being the Second Subscription. The net proceeds of
the Second Subscription will be used by the Company to continue to
evaluate and advance the current opportunities which are under
active consideration by the Group, further details of which are set
out below.
The issue price of the Second Subscription Shares and Second
Value Payment Shares represents a premium of 27.7 per cent. to the
closing middle market price of 1.175 pence per Existing Ordinary
Share on the Latest Practicable Date. The Second Subscription
Shares and Second Value Payment Shares will represent 13.21 per
cent. of the Enlarged Share Capital (assuming no other issuances of
new Ordinary Shares prior to Admission).
The Second Subscription is conditional on the Company obtaining
approval from its Shareholders to grant the Board authority to
allot the Second Subscription Shares and Second Value Payment
Shares and to disapply statutory pre-emption rights which would
otherwise apply to the allotment of those shares.
The purpose of this document is to provide you with details of,
and the reasons for the Second Subscription, and why the Directors
believe it to be in the best interests of the Company and its
Shareholders and, further, why they recommend that you vote in
favour of the Resolutions. The Directors intend to vote in favour
of the Resolutions in respect of their legal and/or beneficial
shareholdings amounting, in aggregate, to 1,250,000 Ordinary Shares
representing approximately 0.2 per cent. of the Existing Ordinary
Shares.
Your attention is drawn to the Notice of General Meeting
contained at the end of this Circular and paragraphs 6 and 7 of
this letter which explain the purpose of the General Meeting and
the action to be taken by you in relation to the General
Meeting.
Shareholders should be aware that, if the Resolutions are not
passed the net proceeds of the Second Subscription will not be
received by the Company. Should the Company be unable to raise
additional capital in sufficient amounts and on terms acceptable to
the Company, the Company would need to pursue additional or
alternative funding sources which, if they are available at all,
may be expensive and/or onerous for the Company and could risk
leading to substantial dilution for Shareholders. Furthermore
should the Second Subscription not proceed and alternative funding
was not obtained this may require the Company to significantly
delay, scale back or discontinue certain initiatives.
Accordingly, the Board believes that it is vital that
Shareholders vote in favour of the Resolutions at the General
Meeting.
2. BACKGROUND TO AND REASONS FOR THE SECOND SUBSCRIPTION AND USE OF PROCEEDS
The encouraging results from the set of pre-clinical studies
recently announced on NXP002 and NXP004 have increased the Board's
confidence in the prospects for its products. These prospects will
be further enhanced by further pre-clinical development, including
formulation work, toxicology studies and regulatory preparations
for Phase I trials. In parallel, business development discussions
with prospective partners will help further refine these plans and
increase the likelihood of successful deals. The Company's existing
resources are not sufficient to support all the work required to
make NXP002 Phase I ready. The Lanstead Subscription will provide
regular monthly funds over a period of 20 months (commencing
approximately three months after the date of admission of the First
Subscription Shares) which the Board of Nuformix believe should
cover these pre-clinical activities.
A significant factor in Nuformix's decision to enter into the
Second Subscription is that the Second Sharing Agreement provides
the opportunity for the Company to benefit from positive future
share price performance. There is no upper limit placed on the
additional proceeds receivable by the Company as part of the
monthly settlements and the amount available in subsequent months
is not affected. Whilst the Company notes that the Company's
mid-market share price of 1.175 pence as at the Latest Practicable
Date is presently below the issue price of 1.5 pence and the
corresponding risk that Nuformix's share price remaining below the
Benchmark Price (being 2.0 pence) would reduce the amount of
proceeds received from the Second Subscription, as explained below,
the Directors expect the Company's pre-clinical progress of its
products and business development strategy to make considerable
positive advances over the 16-month term of the Second Sharing
Agreement. If these advances are successful, and if the success of
these advances is reflected in Nuformix's share price, the Company
expects the proceeds to be received back from Lanstead to exceed
the amount pledged under the Second Sharing Agreement although
there can be no guarantee that this outcome will occur.
Use of Proceeds
The Second Subscription proceeds will be pledged to Lanstead
under the Second Sharing Agreement pursuant to which the Company is
entitled to receive back those proceeds on a pro rata monthly basis
over a period of 16 months commencing one month following the
receipt of the final settlement due under the First Sharing
Agreement, subject to adjustment upwards or downwards each month
depending on the Company's share price at the time.
The net proceeds of the Second Sharing Agreement received by the
Company will be used primarily to provide funding for:
-- Further research and development activities on its main assets NXP002 and NXP004;
-- Business development activities with potential licensees for both assets; and
-- General working capital.
3. CURRENT TRADING AND OUTLOOK
The Company continues with its plans to develop NXP002 to be a
valuable out-licensing asset as an inhaled new formulation of
Tranilast for the treatment of idiopathic pulmonary fibrosis.
Without the funds agreed from the Lanstead Subscription these plans
will be restricted and the value of the asset for shareholders
likely to be negatively impacted by the reduced level of supporting
data available for potential licensees.
The Company is also building its intellectual property position
in support of NXP004 a new version of a significant anti-cancer
agent in use for a variety of cancers with annual sales in excess
of $1 billion. The continuing pursuit of international patent
filings by its US based patent agent will also require the extra
funds that the Lanstead Subscription is expected to provide. Once
obtained NXP004 will be a valuable asset for out-licensing.
To ensure the successful outcome of the above potential
licensing discussions the company has commenced a search for a
Business Development Director and a potential new Chief Executive
to replace Anne Brindley who resigned. In the interim I moved to
being Executive Chairman, as announced on 9 November 2021, with a
significant increase in my time commitment to the Company.
The Company continues to use expert outside consultants for its
intellectual property, project management and pre-clinical
development operations using high quality contract research and
manufacturing organisations in support of NXP002 and NXP004.
4. THE SECOND SUBSCRIPTION
The Company announced the Lanstead Subscription on 14 December
2021, which was designed to be conducted in two tranches. To effect
the first tranche, the Company entered into a subscription
agreement with Lanstead in December 2021, pursuant to which
22,000,000 Ordinary Shares were issued to Lanstead at 1.5 pence per
share for an aggregate subscription price of GBP330,000 before
expenses and a further 2,000,000 First Value Payment Shares were
issued in consideration of Lanstead entering into the First Sharing
Agreement. The First Subscription proceeds of GBP330,000 were then
pledged to Lanstead under a sharing agreement, as detailed in the
announcement dated 14 December 2021. Dealings in the First
Subscription Shares commenced at 8.00am on 17 December 2021.
The Directors intend to now proceed with the second tranche of
the Lanstead Subscription. The Second Subscription consists of the
issue of 88,000,000 Second Subscription Shares which will be issued
to Lanstead at 1.5 pence per share for an aggregate subscription
price of GBP1,320,000 before expenses, and a further 5,700,000
Second Value Payment Shares which will be issued in consideration
of Lanstead entering into the Second Sharing Agreement (as detailed
below).
As with the First Subscription, the proceeds of GBP1,320,000
received from the issue of the Second Subscription Shares will be
pledged to Lanstead under a Sharing Agreement under which Lanstead
will then make, subject to the terms and conditions of that Sharing
Agreement, monthly settlements (subject to adjustment upwards or
downwards) to the Company over 16 months, as detailed below.
As a result of entering into the First Sharing Agreement and the
Second Sharing Agreement the aggregate amount received by the
Company under the Lanstead Subscription may be more or less than
GBP1,650,000, as further explained below.
The Second Subscription is conditional, inter alia, on approval
of the Resolutions at the General Meeting, on Admission, and on
there being: (i) no requirement for the publication of a prospectus
in relation to the Second Subscription, (ii) no breach of certain
customary warranties given by the Company to Lanstead at any time
prior to Admission; and (iii) no force majeure event occurring
prior to Admission.
The Company currently anticipates that, subject to the approval
of the Company's shareholders at the General Meeting, the Second
Subscription Shares and Second Value Payment Shares will be issued
in April 2022. The Second Subscription Shares and Second Value
Payment Shares will rank pari passu with the Existing Ordinary
Shares and application will be made to the London Stock Exchange
and the Financial Conduct Authority for Admission.
5. THE SECOND SHARING AGREEMENT
As part of the Lanstead Subscription, the Company has entered
into sharing agreements with Lanstead, pursuant to which Nuformix
will pledge the gross proceeds of the Lanstead Subscription to
Lanstead. The sharing agreements will enable the Company to share
in any share price appreciation over the Benchmark Price. However,
if the Company's share price is less than the Benchmark Price then
the amount received by the Company under the sharing agreements
will be less than the gross proceeds of the Lanstead Subscription
which were pledged by the Company to Lanstead at the outset.
The First Sharing Agreement provides that the Company, in return
for pledging the GBP330,000 proceeds from the First Subscription
Shares, will receive four equal monthly settlement amounts as
measured against the Benchmark Price. The monthly settlement
amounts for the First Sharing Agreement are structured to commence
approximately three months following 17 December 2021.
The Second Sharing Agreement provides that the Company, in
return for pledging the GBP1,320,000 proceeds from the Second
Subscription Shares, will receive 16 equal monthly settlement
amounts as measured against the Benchmark Price. The monthly
settlement amounts for the Second Sharing Agreement are structured
to commence one month following the receipt of the final settlement
due under the First Sharing Agreement.
The amounts received under the sharing agreements are calculated
as follows: If the Measured Price, calculated as the average of
each day's volume weighted share price of the Company's Ordinary
Shares over a 20 day period prior to the monthly settlement date,
exceeds the Benchmark Price, the Company will receive more than 100
per cent. of that monthly settlement due on a pro rata basis
according to the excess of the Measured Price over the Benchmark
Price. There is no upper limit placed on the additional proceeds
receivable by the Company as part of the monthly settlements and
the amount available in subsequent months is not affected. Should
the Measured Price be below the Benchmark Price, the Company will
receive less than 100 per cent. of the monthly settlement
calculated on a pro rata basis and the Company will not be entitled
to receive the shortfall at any later date.
For example, if on a monthly settlement date the calculated
Measured Price exceeds the Benchmark Price by 10 per cent., the
settlement on that monthly settlement date will be 110 per cent. of
the amount due from Lanstead on that date. If on the monthly
settlement date the calculated Measured Price is below the
Benchmark Price by 10 per cent., the settlement on the monthly
settlement date will be 90 per cent. of the amount due on that
date. Each settlement as so calculated will be in final settlement
of Lanstead's obligation on that settlement date.
Assuming the Measured Price equals the Benchmark Price on the
date of each and every monthly settlement, Nuformix would receive
aggregate proceeds of GBP1.65 million (before expenses) from the
Lanstead Subscription.
The Company has agreed to pay Lanstead's legal costs incurred in
the Lanstead Subscription and in entering into the First Sharing
Agreement and Second Sharing Agreement and, in addition, agreed to
issue to Lanstead 2,000,000 First Value Payment Shares in
connection with entering into the First Sharing Agreement and
5,700,000 Second Value Payment Shares in connection with entering
into the Second Sharing Agreement. The Second Value Payment Shares
are expected to be issued in April 2022 at the same time as the
issuance of the Second Subscription Shares.
In no event will fluctuations in the Company's share price
result in any increase in the number of Subscription Shares issued
by the Company or received by Lanstead. A decline in the Company's
share price would not result in any advantage accruing to Lanstead
and the sharing agreements allow both Lanstead and the Company to
benefit from future share price appreciation.
In total, assuming the issue of the Second Subscription Shares
and the Second Value Payment Shares, Lanstead will have been issued
with 117,700,000 new Ordinary Shares pursuant to the Lanstead
Subscription which, when issued, will equate to approximately 16.59
per cent. of the Enlarged Share Capital.
No shares, warrants or additional fees are owed to Lanstead at
any point during this agreement other than those disclosed
above.
6. RESOLUTIONS
The Company currently does not have sufficient authority to
allot Ordinary Shares under the Act to effect the Second
Subscription. Accordingly the Resolutions, summarised below, are
being proposed at the General Meeting to ensure that the Directors
have sufficient authority to allot the Second Subscription Shares
and Second Value Payment Shares on a non-pre-emptive basis.
Resolution 1:
Resolution 1, which will be proposed as an ordinary resolution,
is to authorise the Directors to allot the Second Subscription
Shares and Second Value Payment Shares in connection with the
Second Subscription, provided that such authority shall expire on
the date falling 12 months after the date of the resolution or on
the date of the next annual general meeting of the Company,
whichever is the earlier.
Resolution 2:
Resolution 2, which will be proposed as a special resolution and
which is conditional upon the passing of Resolution 1, disapplies
Shareholders' statutory pre-emption rights in relation to the issue
of the Second Subscription Shares and Second Value Payment Shares
pursuant to the Second Subscription, provided that such authority
shall expire on the date falling 12 months after the date of the
resolution or on the date of the next annual general meeting of the
Company, whichever is the earlier.
7. ACTION TO BE TAKEN
The Company continues to closely monitor the COVID-19 situation,
including UK Government legislation and guidance, and will continue
to do so in the lead up to the General Meeting. The health of our
Shareholders, employees and stakeholders is extremely important to
us.
It is the intention of the Directors that the General Meeting
will be held at 6th Floor, 60 Gracechurch Street, London, EC3V 0HR
on 31 January 2022, as advertised and contained in the notice set
out at the end of this document and that shareholders shall have
the right to attend, speak and vote at the meeting if they so
wish.
However, in view of UK Government guidance, and in the interests
of shareholders' own safety and the safety of others, Shareholders
are strongly encouraged to therefore appoint the 'Chairman of the
General Meeting' as their proxy and to submit their votes on the
Resolutions as early as possible. Instructions for submitting proxy
votes are contained below and in the notice of meeting set out at
the end of this Circular.
Due to the COVID-19 situation, the Directors have taken the
decision that voting on the Resolutions at the General Meeting will
be taken on a poll, rather than a show of hands, to ensure that
Shareholders' proxy votes are recognised.
If shareholders still wish to attend the General Meeting in
person, they are strongly advised to wear a face covering at the
meeting (unless they are exempt) and to take other appropriate
precautions to protect themselves and other attendees.
The General Meeting will be run in accordance with applicable
legal and public health requirements. In the event that further
disruption to the General Meeting becomes unavoidable, the Company
will announce any changes to the meeting (such as timing or venue)
as soon as practicably possible through the Company's website and
an announcement via a Regulatory Information Service.
Please submit your vote by proxy electronically using Link
Group's Signal Shares share portal service at www.signalshares.com
or in hard copy form if you request a hard copy Form of Proxy from
the Company's registrar, Link Group or using the CREST proxy voting
service.
In order to be valid, proxy appointments must be submitted using
Link Group's Signal Shares share portal service by no later than
10.00 a.m. on 27 January 2022 (or, if the General Meeting is
adjourned, 48 hours (excluding any part of a day that is not a
working day) before the time fixed for the adjourned meeting).
If you require a hard copy Form of Proxy, (or assistance with
how to complete, sign and return it) or assistance in submitting
your proxy appointment electronically, please call Link Group on
+44 (0)371 664 0300. Calls are charged at the standard geographic
rate and will vary by provider. Calls from outside the UK will be
charged at the applicable international rate. Lines are open 9.00
a.m. to 5.30 p.m., Monday to Friday, excluding public holidays in
England and Wales. A hardcopy Form of Proxy should be completed and
signed in accordance with the instructions thereon and returned to
the Company's registrars, Link Group, PXS 1, Central Square, 29
Wellington Street, Leeds LS1 4DL, as soon as possible, but in any
event so as to be received by no later than 10.00 a.m. on 27
January 2022 (or, if the General Meeting is adjourned, 48 hours
(excluding any part of a day that is not a working day) before the
time fixed for the adjourned meeting).
If you hold your Existing Ordinary Shares in uncertificated form
in CREST, you may vote using the CREST Proxy Voting Service in
accordance with the procedures set out in the CREST Manual. Further
details are also set out in the notes accompanying the Notice of
General Meeting at the end of this document. Proxies submitted via
CREST must be received by the issuer's agent (CREST ID: RA10) by no
later than 10.00 a.m. on 27 January 2022 (or, if the General
Meeting is adjourned, 48 hours (excluding any part of a day that is
not a working day) before the time fixed for the adjourned
meeting).
The completion and return of a Form of Proxy, the use of Link
Group's Signal Shares share portal service or the use of the CREST
Proxy Voting Service will not preclude Shareholders from attending
the General Meeting and voting in person should they so wish.
8. RECOMMATION
The Directors consider that the Second Subscription and the
Resolutions are in the best interests of the Company and its
Shareholders as a whole and accordingly recommend that Shareholders
vote in favour of the Resolutions, as they intend to do in respect
of their own legal and/or beneficial shareholdings, amounting, in
aggregate, to 1,250,000 Ordinary Shares (representing approximately
0.2 per cent. of the Existing Ordinary Shares).
Shareholders should be aware that, if the Resolutions are not
passed the net proceeds of the Second Subscription will not be
received by the Company. Should the Company be unable to raise
additional capital in sufficient amounts and on terms acceptable to
the Company, the Company would need to pursue additional or
alternative funding sources which, if they are available at all,
may be expensive and/or onerous for the Company and could risk
leading to substantial dilution for Shareholders. Furthermore
should the Second Subscription not proceed and alternative funding
was not obtained this may require the Company to significantly
delay, scale back or discontinue certain initiatives.
Yours faithfully
Dr Alastair Riddell
Executive Chairman
Nuformix plc
SECOND SUBSCRIPTION STATISTICS
Issue price of Second Subscription Shares and Second
Value Payment Shares 1.5p
Number of Ordinary Shares in issue at the date of this
document 615,609,368
Number of Second Subscription Shares 88,000,000
Number of Second Value Payment Shares 5,700,000
Enlarged Share Capital following Admission 709,309,368
Second Subscription Shares and Second Value Payment
Shares, in aggregate, expressed as a percentage of
the Enlarged Share Capital following Admission 13.21%
Gross proceeds in respect of the Second Subscription GBP1.32 million
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
2022
Publication and posting of this Circular 14 January
Latest time and date for receipt of completed Forms of Proxy and
10.00 a.m. on 27 January CREST Proxy Instruction
General Meeting 10.00 a.m. on 31 January
Admission of the Second Subscription Shares and Second Value
expected in April Payment Shares to trading and commencement of
unconditional
dealings
DEFINITIONS
The following definitions apply throughout this Circular unless
the context otherwise requires
Act the UK Companies Act 2006, as amended
Admission admission of the Second Subscription Shares and Second
Value Payment Shares to listing on the standard segment of the
Official List in accordance with the Listing Rules and to trading
on the Main Market of the London Stock Exchange in accordance with
the Admission and Disclosure Standards and references to Admission
becoming "effective" shall be construed accordingly.
Admission and Disclosure Standards
the requirements contained in the publication "Admission and
Standards. Disclosure Standards" (as amended from time to time)
published by the London Stock Exchange containing, amongst other
things, the requirements to be observed by companies seeking
admission to trading on the Main Market of the London Stock
Exchange
Allenby Capital Allenby Capital Limited, the Company's financial
adviser for the purposes of the Subscription.
Articles of Association the articles of association of the
Company
Benchmark Price 2.0p per Ordinary Share
Board or Directors the board of directors of the Company, whose
names are listed on
page 7 of this document
Business Day or Business Days any day on which banks are open in
London for normal banking
business and the London Stock Exchange is open for trading.
CA 2006 the Companies Act 2006, as amended.
certificated form or in certificated form
an Ordinary Share recorded on a company's share register as
being held in certificated form (namely, not in CREST).
Circular or this document this document dated 14 January 2022.
City Code the City Code on Takeovers and Mergers.
Closing Price the closing middle market price of an Existing
Ordinary Share as derived from the Daily Official List of the
London Stock Exchange.
Company or Nuformix Nuformix plc, a company incorporated in
England and Wales with company number 09632100.
CREST the relevant system (as defined in the Regulations) which
enables title to units of relevant securities (as defined in the
Regulations) to be evidenced and transferred without a written
instrument and in respect of which Euroclear UK & Ireland
Limited is the Operator (as defined in the Regulations)
CREST Manual the compendium of documents entitled ""CREST
Manual" issued by Euroclear from time to time.
CREST Proxy Instruction the appropriate CREST message made to
appoint a proxy, properly
authenticated in accordance with Euroclear's specifications
CREST Regulations the Uncertificated Securities Regulations 2001, as amended.
DTRs the disclosure guidance and transparency rules made by the
FCA pursuant to section 73A of the FSMA.
Enlarged Share Capital the 709,309,368 Ordinary Shares in issue
immediately following
Admission of the Second Subscription Shares and Second Value
Payment Shares issued pursuant to the Subscription Agreement and
Sharing Agreement
Euroclear Euroclear UK & Ireland Limited, the operator of
CREST.
Existing Ordinary Shares the 615,609,368 Ordinary Shares in
issue at the date of this Circular.
FCA the Financial Conduct Authority in the UK or its successor
from time to time
First Sharing Agreement the sharing agreement entered into
between the Company and
Lanstead in relation to the First Subscription
First Subscription the First Subscription Shares issued to
Lanstead pursuant to the
Subscription Agreement
First Subscription Agreement the subscription agreement entered
into between the Company and
Lanstead, pursuant to which the First Subscription Shares were
issued
First Subscription Shares 22,000,000 Ordinary shares issued to
Lanstead pursuant to the
Subscription Agreement
First Value Payment Shares 2,000,000 new Ordinary Shares issued
to Lanstead, pursuant to the
Sharing Agreement
Form of Proxy the accompanying form of proxy for use by
Shareholders in relation to the General Meeting
FSMA the Financial Services and Markets Act 2000, as
amended.
General Meeting the general meeting of the Company to be held at
10.00 a.m. on 31
January 2022, notice of which is set out at the end of this
document
Group the Company, its subsidiaries and subsidiary
undertakings
Lanstead Lanstead Capital Investors L.P.
Lanstead Subscription the conditional subscription by Lanstead
for Ordinary Shares in the
Company, comprising the First Subscription, the First Value
Payment Shares, the Second Subscription and the Second Value
Payment Shares
Latest Practicable Date 13 January 2022, being the latest
practicable date prior to the publication of this Circular.
Listing Rules the listing rules made by the FCA pursuant to
section 73A of FSMA, as amended from time to time.
London Stock Exchange London Stock Exchange plc
Main Market the main market for listed securities.
Measured Price the average volume weighted share price of the
Company's Ordinary Shares over an agreed period prior to the
monthly settlement date
Notice of General Meeting the notice of General Meeting, set out
at the end of this document
Official List the Official List of the FCA.
Ordinary Shares the ordinary shares of nominal value 0.1 pence
each in the capital
of the Company.
Prospectus Regulation Rules the Prospectus Regulation Rules made
by the FCA pursuant to
section 73A of FSMA.
Registrars or Link Group Link Market Services (trading as Link
Group).
Regulations the UK Uncertificated Securities Regulations 2001
(SI 2001 No.3755), as amended.
Resolutions the resolutions to be proposed at the General
Meeting as set out in the Notice of General Meeting.
Second Sharing Agreement the sharing agreement described in
paragraph 5 of the Chairman's
letter in this Circular.
Second Subscription the conditional share subscription by
Lanstead described in
paragraph 4 of the Chairman's letter in this Circular.
Second Subscription Agreement the subscription agreement
described in paragraph 4 of the
Chairman's letter in this Circular.
Second Subscription Shares 88,000,000 new Ordinary Shares to be
issued to Lanstead pursuant to the Second Subscription.
Second Value Payment Shares 5,700,000 new Ordinary Shares issued
to Lanstead, pursuant to the Second Sharing Agreement
Shareholders the holders of Ordinary Shares from time to time,
each individually a "Shareholder"
Tranilast the Active Pharmaceutical Ingredient on which NXP002
is based.
UK MAR the United Kingdom version of the Market Abuse Regulation
(2014/596/EU) as it forms part of United Kingdom domestic law by
virtue of the European Union (Withdrawal) Act 2018.
UK or United Kingdom the United Kingdom of Great Britain and
Northern Ireland.
uncertificated or in uncertificated form
an Ordinary Share recorded on a company's share register as
being held in uncertificated form in CREST and title to which, by
virtue of the CREST Regulations, may be transferred by means of
CREST
US or United States the United States of America, its
territories and possessions, any
state of the United States and the District of Columbia.
US Securities Act United States Securities Act of 1933, as
amended.
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END
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