TIDMOCTP
RNS Number : 8293Q
Oxford Cannabinoid Tech.Holdings
01 November 2021
1 November 2021
Oxford Cannabinoid Technologies Holdings plc
Director Dealing
Oxford Cannabinoid Technologies Holdings plc ("the Company"),
announces that on 29 October 2021, the Directors of the Company
(other than Indraneil (Neil) Mahapatra, the Executive Chairman of
the Company) were informed by Kingsley Capital Partners LLP ("KCP")
(a limited liability partnership in which Neil Mahapatra has a
beneficial interest in up to 54.3 per cent. and who also controls
100 per cent. of the voting rights of KCP in the Company) that on 1
July 2021, KCP was offered a facility of GBP1,000,000 by Brown
Shipley & Co Limited ("Brown Shipley") by way of an overdraft
(the "Facility"). The Facility was accepted by KCP on 12 July
2021.
As security for the Facility, five members of KCP (the
"Guarantors") provided personal deeds of guarantee (each limited to
GBP200,000) alongside a legal charge granted in favour of Brown
Shipley dated 31 August 2021 (the "Charge") over the 198,466,493
ordinary shares of GBP0.01 each ("Ordinary Shares") in the Company
held by KCP ("Pledged Shares"), representing approximately 20.66%
of the Company's issued share capital.
As at today's date, the Company has a written undertaking from
KCP that GBP400,000 has been drawn down under the Facility, KCP is
not in default under the terms of the Facility and, further, KCP
has undertaken to the Company, States Bridge Capital Limited
("SBC") and Cairn Financial Advisers LLP ("Cairn") that it will not
draw down any further funds under the Facility until such time as
the Pledged Shares have been removed from the Charge .
The Facility includes a collateral maintenance clause in respect
of the total value drawn down from the Facility divided by the
market value of the Pledged Shares (the "LTV") relating to
circumstances where the LTV exceeds 25% ("Maximum LTV") and 26.25%
("Execution LTV"). In the event that the Maximum LTV is exceeded,
Brown Shipley can make a call on the Guarantors requiring them to
place cash with Brown Shipley for the aggregate amount of the
excess exposure over the Maximum LTV. If the Guarantors do not meet
such a call within 5 business days (or should the Execution LTV
subsequently be triggered), Brown Shipley will be entitled to make
demand for full repayment of the Facility from KCP, however, the
Company understands that Brown Shipley may not currently exercise
its security over the Pledged Shares and will only be able to do so
from 1 July 2022.
On the basis that there is GBP400,000 outstanding under the
Facility as at today's date, and using a market value calculated on
the closing mid-market price of the Company's Ordinary Shares on 29
October 2021 at 2.5 pence per Ordinary Share valuing the Pledged
Shares at GBP4,961,662.33, the LTV is currently equal to 8%.
Pursuant to the Charge, the Company understands that KCP retains
beneficial ownership of the Pledged Shares, with full voting rights
of the Pledged Shares. As such, KCP has confirmed that its
beneficial interest in the Company remains unchanged at 198,466,493
Ordinary Shares, representing approximately 20.66% of the Company's
issued share capital.
On 17 May 2021, KCP undertook to the Company, SBC and Cairn
that, other than in certain limited circumstances, they will not,
and will procure that any associated party will not, dispose of any
interest they hold in their respective Ordinary Shares for one
year. In addition, KCP undertook, that they will not, and will use
all reasonable endeavours to procure that any associated party will
not dispose of any interest in any Ordinary Shares other than
through SBC and in accordance with the reasonable requirements of
SBC and Cairn (or if applicable any new corporate adviser/broker or
financial adviser appointed by the Company) so as to ensure an
orderly market for the issued share capital of the Company, for a
period of twelve months following the first anniversary of
admission to the Official List (by way of a Standard Listing under
Chapter 14 of the Listing Rules) and to trading on the London Stock
Exchange's Main Market for listed securities, provided that SBC
offers competitive terms in the event of any disposal (the "Lock-in
Agreement").
As the granting of security is a disposal under the Lock-in
Agreement, the entering into the Facility by KCP without consent
from the Company, SBC and Cairn equates to a breach of the Lock-in
Agreement and SBC, Cairn and the Directors (other than Neil
Mahapatra) are considering their positions given they were each
unaware of the Facility and are consulting with their advisers as
to the course of action they should take. As set out above, the
Company understands that Brown Shipley is unable to exercise its
security over the Pledged Shares until 1 July 2022 and has been
informed that KCP are in discussions with Brown Shipley about
removing the Pledged Shares from the Charge and will update the
market accordingly.
A PDMR form is set out below.
This announcement contains inside information for the purposes
of Article 7 of EU Regulation 596/2014 (which forms part of
domestic UK law pursuant to the European Union (Withdrawal) Act
2018).
The Directors of the Company accept responsibility for the
content of this announcement.
Enquiries:
Oxford Cannabinoid Technologies +44 (0)20 3034 2820
Holdings plc john@oxcantech.com
Dr John Lucas (CEO) clarissa@oxcantech.com
Clarissa Sowemimo-Coker (COO)
Cairn Financial Advisers
Emily Staples +44 (0)20 7213 0897
Jo Turner +44 (0) 20 7213 0885
Walbrook PR Limited +44 (0)20 7933 8780
Paul Vann +44 (0)7768 807631
Nicholas Johnson oxcantech@walbrookpr.com
About Oxford Cannabinoid Technologies Holdings Plc :
Oxford Cannabinoid Technologies Holdings plc ("OCTP" or the
Company") is the holding company of Oxford Cannabinoid Technologies
Ltd ("OCT") (together the "Group") , a pharmaceutical company
developing prescription cannabinoid medicines for approval by key
medicines regulatory agencies worldwide and targeting the U$
multi-billion pain market . Cannabinoids are compounds found in the
cannabis plant that have been shown to have a range of therapeutic
effects on the body, including pain relief. The Group has a clearly
defined path to commercialisation, revenues and growth. The Group
is developing drug candidates through clinical trials to gain
regulatory approval (FDA/MHRA/EMA) that will enable medical
professionals to prescribe them with confidence.
The Group's portfolio aims to balance risk, value and time to
market, whilst ensuring market exclusivity around all its key
activities. The Group's lead compound, OCT461201, is a highly
potent and selective CB2 agonist and is being developed by OCT in a
solid oral dosage form. OCT is conducting pre-clinical testing and
development with pre-clinical trials scheduled for 2022. The
Group's product pipeline also uses a balanced drug product strategy
that employs both natural and synthetic compounds for the treatment
of rare diseases and includes chemically modified phytocannabinoids
with improved drug-like characteristics and a proprietary library
of cannabinoids.
OCTP operates a partnership model with external academic and
commercial partners, including the University of Oxford with whom
OCT has had an umbrella research collaboration since 13 March
2018.
Caution regarding forward looking statements
Certain statements in this announcement, are, or may be deemed
to be, forward looking statements. Forward looking statements are
identi ed by their use of terms and phrases such as "believe",
"could", "should" "envisage", "estimate", "intend", "may", "plan",
"potentially", "expect", "will" or the negative of those,
variations or comparable expressions, including references to
assumptions. These forward-looking statements are not based on
historical facts but rather on the Directors' current expectations
and assumptions regarding the Company's future growth, results of
operations, performance, future capital and other expenditures
(including the amount, nature and sources of funding thereof),
competitive advantages, business prospects and opportunities. Such
forward looking statements re ect the Directors' current beliefs
and assumptions and are based on information currently available to
the Directors.
Notification of a Transaction pursuant to Article 19(1) of Regulation
(EU) No. 596/2014
1 Details of the person discharging managerial responsibilities/person
closely associated
------ -------------------------------------------------------------------------------------------------
a. Name Indraneil Mahapatra (via control of voting
rights in OCTP held by KCP LLP)
-------------------------------------------------------
2 Reason for notification
---------------------------------------- -------------------------------------------------------
a. Position/Status Executive Chairman
---------------------------------------- -------------------------------------------------------
b. Initial notification/ Initial notification
Amendment
---------------------------------------- -------------------------------------------------------
3 Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
-------------------------------------------------------------------------------------------------
a. Name Oxford Cannabinoid Technologies Holdings
plc (OCTP)
----------------------------------------
b. LEI 2138005SRWT4998BCE35
---------------------------------------- -------------------------------------------------------
4 Details of the transaction(s): section to be repeated for
(i) each type of instrument; (ii) each type of transaction;
(iii) each date; and (iv) each place where transactions have
been conducted
-------------------------------------------------------------------------------------------------
a. Description of Ordinary Shares of GBP0.01
the financial
instrument, type GB00BMVMRB86
of instrument
Identification
Code
---------------------------------------- -------------------------------------------------------
b. Nature of the Grant of security over shares held by Kingsley
transaction Capital Partners (KCP) LLP - Margin Loan
Facility provided by Brown Shipley & Co
Limited. As per the terms of the Facility,
Brown Shipley & Co Limited are only able
to enforce this security after 1 July 2022.
---------------------------------------- -------------------------------------------------------
c. Price(s) and volume(s) Price(s) Volume(s)
---------------------------------------- --------------------
Nil 198,466,493
-------------------------------------------------------------------- ----------------------------
d. Aggregated information N/A - Single transaction
- Aggregated Volume
- Price
---------------------------------------- -------------------------------------------------------
e. Date of the transaction
12(th) July 2021
---------------------------------------- -------------------------------------------------------
f. Place of the transaction London, UK
---------------------------------------- -------------------------------------------------------
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