TIDMOCTP
RNS Number : 5395R
Oxford Cannabinoid Tech.Holdings
05 November 2021
5 November 2021
Oxford Cannabinoid Technologies Holdings plc
Director Dealing Update
&
Board Changes
Further to the announcement of 1 November 2021 (the "1 November
Announcement"), Oxford Cannabinoid Technologies Holdings plc (the
"Company"), announces that it understands that Brown Shipley has
resolved to terminate the Charge over the Pledged Shares in
connection with the Facility. The Company will update the market
once the Charge has been terminated.
Words and expressions defined in the 1 November Announcement
have the same meaning ascribed to them herein unless the context
suggests otherwise.
As a result of the Facility and the breach of the Lock-in
Agreement and the impact that has caused on the Company, the
Company also announces:
(i) that the Company and KCP have mutually agreed to terminate
KCP's agreement with Oxford Cannabinoid Technologies Ltd ("OCT"),
pursuant to which KCP provides certain management and business
development services to OCT, with effect from 31 December 2021. No
termination payments will be paid. Details of the services
agreement with KCP which took effect from Admission are set out in
the Company's prospectus dated 17 May 2021. Going forward the
Company will procure these services on an as needed basis via its
standard tender process; and
(ii) that Mr Neil Mahapatra has agreed to step down as Executive
Chairman and to take up a Non-Executive role on the Board with
effect from 11 February 2022. As a result of his change of role Mr
Mahapatra's service agreement with the Company will be terminated
and he will enter into a letter of appointment in respect of his
Non-Executive role with the Company. Mr Mahapatra will not receive
any payment for stepping down. Julie Pomeroy, currently independent
Non-Executive Director will assume the role of Non-Executive
Chairman from the same date at a base annual fee of GBP45,000.
A summary of Mr Mahapatra's terms of appointment, which mirror
those of the other Non-Executive Directors are set out below:
Mr Mahapatra will receive a base annual fee of GBP25,000. Unless
otherwise agreed, he will have no entitlement to further fees in
respect of any additional functions undertaken, or which he may
undertake, for or on behalf or at the request of the Company. In
addition, he is entitled to be reimbursed for reasonable agreed and
properly documented expenses necessarily incurred arising from the
performance of his duties.
Mr Mahapatra's appointment is anticipated to last for an initial
period of 3 years but is terminable on 6 months' notice by either
party. The Company has the ability to terminate the appointment
with immediate effect without paying compensation in certain
defined circumstances. Mr Mahapatra will not be entitled to
participate in the Company's bonus or pension schemes. Mr Mahapatra
retains his options over 2,401,039 Ordinary Shares with an exercise
price of GBP0.065 per option. The exercise period for the options
is staggered over three years with one third of the options granted
vesting each year commencing on the first anniversary of the date
of grant, which was 21 May 2021.
Julie Pomeroy, a Chartered Accountant and Chartered Director, is
an experienced finance director. She is a Non-Executive Director of
Dillistone Group plc, an AIM quoted software business where until
September 2021 she was Group Finance Director and Company
Secretary. She has significant listed company experience including
Finance Director of AIM quoted Biofutures International plc, group
finance director of Carter and Carter plc and CFO of Weston Medical
Group plc. She was also previously a Corporate Finance Director at
East Midlands Electricity plc and spent 12 years as a Non-Executive
Director of Nottingham University Hospitals NHS Trust and
Nottinghamshire Healthcare Trust.
Commenting on the Board Changes, the Company's Chief Executive,
Dr John Lucas said: "My thanks to Brown Shipley, our advisers and
my fellow Directors for resolving these issues speedily and
efficiently. The Board is grateful to Neil for working with us to
move towards a swift rectification of this unfortunate matter and
we are pleased to continue to work with him as we further develop
the business. The Board is also very grateful to Julie for agreeing
to assume the role of Non-Executive Chair where her extensive
public company experience will be of great value to us moving
forward. Importantly, we remain on track, on time and on budget to
deliver our four research programmes with our first clinical trials
for Programmes 1 and 2 scheduled for Q3 next year."
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.
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END
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