OCTP Oxford Cannabinoid Technologies Holdings Plc

TIDMOCTP

RNS Number : 1916C

Oxford Cannabinoid Tech.Holdings

18 February 2022

18 February 2022

Oxford Cannabinoid Technologies Holdings plc

("OCTP" or the "Company")

Requisition of General Meeting

The Board of Oxford Cannabinoid Technologies Holdings plc (the "Board") announces that it has today received a letter (the "Letter") from Gavin Sathianathan in his capacity as Chairman, CEO and Director of GHS Capital Limited, which is the holder of 78,146,151 ordinary shares, representing 8.14 per cent of the issued ordinary share capital in the Company. Mr Sathianathan resigned from his role as non-executive director of the Company on 24 November 2021.

The Letter requests the Company to convene a general meeting of the Company's shareholders pursuant to section 303 of the Companies Act 2006 (the "Act") and consider and, if thought fit, propose resolutions to remove Neil Mahapatra, Julie Pomeroy, John Lucas, Cheryl Dhillon, Bishrut Mukherjee and Richard Hathaway as directors of the Company, and to appoint James Brodie, Richard Bedford and Richard Grethe, as directors of the Company.

A copy of the Letter is included as Schedule 1 to this release.

The Board intends to comply with its obligations in accordance with section 304 of the Act which requires it to call a general meeting within 21 days of receipt of a valid requisition and to hold such general meeting on a date not more than 28 days after the date of the notice convening such general meeting.

Shareholders are advised to take no action at this time. Further announcements will be made in due course.

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 
  Harbor Access LLC                  +1 (203) 862 0492 
  Jonathan Paterson                  Richard.Leighton@harboraccessllc.com 
  Richard Leighton 
 
 

About Oxford Cannabinoid Technologies Holdings Plc :

Oxford Cannabinoid Technologies Holdings plc is the holding company of Oxford Cannabinoid Technologies Ltd, a pharmaceutical company developing prescription cannabinoid medicines for approval by key medicines regulatory agencies worldwide and targeting the U$ multi-billion pain market (together the "Group"). 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.

Schedule 1

The Directors / Company Secretary

Oxford Cannabinoid Technologies Holdings Plc

1 Maddox Street

London W1S 2PZ

UK

Dear Sir/Madam

Notice to requisition a General Meeting (and special notice of Ordinary

Resolutions to be passed at such meeting) of Oxford Cannabinoid

Technologies PLC (the "Company")

Pursuant to section 303 of the Companies Act 2006 (the "Act") and the Company's

articles of association, I, the undersigned, holding at least 5 per cent. of the paid-up

share capital of the Company carrying the right to vote at general meetings as at the date of this requisition, hereby request and require the directors of the Company to convene a general meeting of the Company (the "Requisitioned General Meeting"), the general nature of the business of which will be the composition of the board of directors of the Company.

The following resolutions are intended to be moved at the Requisitioned General

Meeting:

Resolutions:

To consider and, if thought fit, pass the following resolutions, which will be proposed

as ordinary resolutions:

1. THAT James Brodie be and is hereby appointed as a director of the Company

(with such appointment taking immediate and simultaneous effect)

2. THAT Richard Bedford be and is hereby appointed as a director of the

Company (with such appointment taking immediate and simultaneous effect)

3. THAT Richard Grethe be and is hereby appointed as a director of the

Company (with such appointment taking immediate and simultaneous effect)

4. THAT Julie Pomeroy be and is hereby removed as a director of the Company

5. THAT Cheryl Dhillon be and is hereby removed as a director of the Company

6. THAT John Lucas be and is hereby removed as a director of the Company

7. THAT Neil Mahapatra be and is hereby removed as a director of the Company

8. THAT Bishrut Mukherjee be and is hereby removed as a director of the

Company

9. THAT Richard Hathaway be and is hereby removed as a director of the

Company

10.THAT any person appointed as a director of the Company since the date of

the requisition of the Requisitioned General Meeting at which this resolution is

proposed, and who is not one of the persons referred to in the resolutions

numbered 1 through 10 (inclusive) above, be and is hereby removed as a

director of the Company.

Upon resolutions 1 through 10 (inclusive) taking effect, the total number of directors

of the Company shall be five and I hereby give you special notice of such resolutions

in accordance with section 312 of the Act.

I enclose at Appendix 1 a statement with respect to the matters referred to in the

resolutions above (the "Statement") which, in accordance with section 314 of the

Act, I require the Company to circulate to those members receiving notice of the

Requisitioned Meeting.

I have also appended, at Appendix 2, details of each of the persons referred to in

resolutions 1 through 3 (inclusive) which satisfy the requirements of section 163 of

the Act. On appointment of a proposed director, we undertake to procure that details to fulfil the requirements of section 165 of the Act are provided to you.

We look forward to receiving notice of the General Meeting in accordance with the

terms of the Act.

   Name of Registered Holder                         Number of ordinary shares 
   GHS Capital Ltd                                            78,146,151 

Yours faithfully

Gavin Sathianathan

.................................................

Duly authorised signatory

For and on behalf of GHS Capital Ltd

APPIX 1

Statement

The Requisitioning Shareholder believes that the strategy of the proposed board of

directors of the Company for value realisation should be to:

   --     Initiate an immediate strategic review 
   --     Immediately reduce the Company's spending on general and administrative 

expenses

   --     Engage with current and prospective stakeholders with a view to maximising 

the potential returns of the Company

   --     Improve corporate governance 

Proposed board appointments

The requisitioning shareholder proposes the appointment of directors with sound

reputations and a breadth of experience in whom shareholders can trust to

undertake the necessary strategic review which is required and who will provide the

skills required for the Company's future. Specifically, these directors have a

collective wealth of experience as investors and fully appreciate the value drivers

which companies are required to seek and adopt to generate maximum potential returns.

James Brodie

James holds a Masters in Complex Systems and was previously the Director of

Discovery Research at a NASDAQ listed pharmaceutical company where he spent 10

years developing cannabis-based medicines.

Richard Bedford

Richard has global experience with all stages of drug development including Phases

I-III clinical trials submissions (including US IND submissions and maintenance). He

also has expertise in Orphan Drug Designation Process in the US and EU as well as

US Fast Track and Breakthrough Designations.

Richard Grethe

Richard is a Chartered Accountant with over 30 years of experience in the

Pharmaceutical Industry. He has held senior finance roles at Wellcome PLC, Medeva,

Celltech/Medeva, and UCB in the Branded Pharma sector. He is also a founding

member and CFO of Focus Pharmaceuticals, which was sold in 2014. More recently

Richard has been on the Board at Random42, the world's leading medical animation

company, working as CFO and more recently a Non-Executive Director. Richard is

currently a Non-Executive Director at Chase People, one of the leading search

consultants for the Pharma industry.

APPIX 2

Details of proposed directors as required by section 163 of the Companies

Act 2006

Name: James Brodie

Former name(s): N/A

Service address: The Company's registered office

Country or state of

residency:

England

Nationality: British

Business occupation: Director

Date of birth: 28 April 1983

Name: Richard Bedford

Former name(s): N/A

Service address: The Company's registered office

Country or state of

residency:

England

Nationality: British

Business occupation: Director

Date of birth: 13 March 1970

Name: Richard Grethe

Former name(s): N/A

Service address: The Company's registered office

Country or state of

residency:

England

Nationality: British

Business occupation: Director

Date of birth: 7th April 1972

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February 18, 2022 12:15 ET (17:15 GMT)