TIDMOCTP
RNS Number : 5026E
Oxford Cannabinoid Tech.Holdings
11 March 2022
Oxford Cannabinoid Technologies Holdings plc
("OCTP", or the "Company")
Posting of Circular
&
Notice of Requisitioned General Meeting
Further to the announcement of 4 March 2022, Oxford Cannabinoid
Technologies Holdings plc (LSE: OCTP, OTCQB: OCTHF), the
pharmaceutical company developing prescription cannabinoid
medicines for approval by global regulatory agencies and targeting
the US$ multi-billion pain market, announces that it will today be
posting a circular (the "Circular") to Shareholders convening a
requisitioned general meeting (the "Requisitioned General
Meeting").
This follows the receipt of a letter from GHS Capital Limited
("GHS Capital"), the holder of 78,146,151 ordinary shares of
GBP0.01 each in the issued share capital of the Company ("Ordinary
Shares"), representing approximately 8.14 per cent. of the
Company's issued share capital, requisitioning a general meeting of
the Company, as announced on 18 February 2022.
The Requisitioned General Meeting will be held at the offices of
Penningtons Manches Cooper LLP, 125 Wood Street, London EC2V 7AW at
10.30 a.m. on 6 April 2022.
At the Requisitioned General Meeting Shareholders will be asked
to consider the following 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.
The Board's unanimous recommendation is for shareholders to vote
AGAINST all of the resolutions being proposed by GHS Capital.
As announced on 4 March 2022, the Company is in receipt of
irrevocable undertakings to vote AGAINST the proposed resolutions
from Shareholders (including those of the Board) of 446,632,048
Ordinary Shares, representing approximately 46.5 per cent. of the
issued share capital of the Company.
Extracts from the Circular are set out below and should be read
in conjunction with the Circular. A copy of the Circular will
shortly be available from the Company's website:
www.oxcantech.com/investor-financial-results-centre and in hard
copy form at the Company's registered office
at Maddox House, 1 Maddox Street, London W1S 2PZ. It is also available for inspection at www.fca.org.uk/markets/primary-markets/regulatory-disclosures/national-storage-mechanism .
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 LLP
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 (US/OTCB enquiries) +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 clinical trials scheduled for Q1 2023. 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.
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.
LETTER FROM THE BOARD
Notice of Requisitioned General Meeting and unanimous
recommendation of your Board to
VOTE AGAINST all Resolutions
1. INTRODUCTION
On 18 February 2022, the Company received a notice ("Notice of
Requisition") 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 approximately 8.14 per
cent. of the issued ordinary share capital in the Company,
requesting the Company to convene a general meeting of its
Shareholders pursuant to section 303 of the Act.
The Notice of Requisition requires the Directors to convene a
general meeting (the "Requisitioned General Meeting") for the
purpose of proposing ordinary resolutions to remove Julie Pomeroy,
Cheryl Dhillon, John Lucas, Neil Mahapatra, 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.
On 24 November 2021, following the Company's Annual General
Meeting at which the entire Board was re-elected (save for Richard
Hathaway who has only recently been appointed), Mr Sathianathan
resigned from his role as a Non-Executive Director of the Company
stating that he remained "fully supportive of the Company" and that
he was looking forward "to playing an active role as a key
shareholder in the future".
Your Board is not aware of any change in circumstances over the
past three months since the Annual General Meeting that justify, in
any sense, the Notice of Requisition and we deal, in detail, with
each of the purported issues raised by Mr Sathianathan in paragraph
3 below. Since Admission, the Board has not deviated from the
strategy set out in the Company's Prospectus and operationally, the
Company has made good progress and is in strong financial health.
Cash resources remain within forecast at approximately GBP11m as at
the date of the Circular, with the Company on target to be in phase
1 clinical trials with both OCT461201 and OCT130401 by Q1 2023
which is anticipated by the Directors to drive value for the
Company and its Shareholders.
Your Board believes that Mr Sathianathan's proposals should be
firmly resisted in the interests of Shareholders as a whole and
that all Shareholders should vote AGAINST the Requisitioned
Resolutions. As announced on 4 March 2022, the Company is already
in receipt of irrevocable undertakings from holders (including
those of the Board) of 446,632,048 Ordinary Shares, representing
approximately 46.5 per cent. of the issued share capital of the
Company, to vote AGAINST the Requisitioned Resolutions.
A notice convening the Requisitioned General Meeting for 10.30
a.m. on 6 April 2022 is set out on page 14 of the Circular.
The purpose of this letter is to explain why your Board believes
these proposals are wholly unacceptable and strongly believes that
the Requisitioned Resolutions are not in the best interests of the
Company and its Shareholders as a whole and, given the irrevocable
undertakings already secured from Shareholders to vote against the
Requisitioned Resolutions, regrets the unnecessary expense, waste
of management time and damage to your Company caused by the actions
of former Non-Executive Director Mr Sathianathan and GHS Capital
Limited.
Accordingly, your Board recommends unanimously that Shareholders
VOTE AGAINST THE REQUISITIONED RESOLUTIONS at the Requisitioned
General Meeting.
2. REASONS GIVEN FOR THE REQUISITIONED GENERAL MEETING
In accordance with the Act, the letter from Mr Sathianathan in
his capacity as Chairman, CEO and Director of GHS Capital Limited
setting out his reasons for requesting the Company to convene the
Requisitioned General Meeting accompanies the Circular.
3. YOUR BOARD'S RESPONSE TO THE NOTICE OF REQUISITION
Your Board believes that the Requisitioned Resolutions proposed
by GHS Capital are completely without merit. They are also a
distraction to the Board whose focus should be on continuing to
execute the strategy communicated in the Prospectus it prepared in
support of its admission to the standard segment of the Official
List and to trading on the Main Market on 21 May 2021. Since
Admission, the Board has not deviated from this stated strategy and
the Directors believe that to change it at this time would be to
destroy the key value in the Company when the building blocks have
been put in place to create a successful participant in the
pharmaceutical cannabinoid market.
In the following paragraphs, the Board discusses the operational
status of the Company's wholly owned operating subsidiary Oxford
Cannabinoid Technologies Ltd ("OCT") and the Company's share price
performance, and addresses each point made in the statement by GHS
Capital.
A. Summary of the operational status of the Group communicated
via various announcements since Admission
The Company has made strong progress since Admission and is on
track to complete all workstreams outlined in the Prospectus.
Specific detail is provided on each drug development programme
below:
-- Programme 1 (OCT461201): OCT461201 has progressed through
pre-clinical development, in-line with plans communicated at
Admission. The Group has entered into research contracts with
Voisin Consulting SARL and a subsidiary of Evotec SE for
manufacturing, development and compound crystallisation, as
preparation for phase 1 clinical trials continues in earnest. The
Group expects to start phase 1 clinical trials in early Q1 2023
rather than late Q3 2022, a result of technical issues associated
with scale manufacturing that necessitated additional compound
optimisation. However, at this time the Board does not believe that
this will impact either the anticipated time to phase 2 clinical
trials nor the ultimate time to market;
Most importantly, as outlined in the Company's announcement of 8
March 2022, the results of a recent pre-clinical efficacy study
before human trials show OCT461201 successfully reduces pain in a
pre-clinical animal model of Chemotherapy Induced Peripheral
Neuropathy ("CIPN") induced by paclitaxel, a widely used
chemotherapy agent. Two common symptoms of CIPN are pain caused by
innocuous stimuli, like light touch (mechanical allodynia) and heat
or cold (thermal hyperalgesia). In the study, OCT461201
significantly reduced pain from both mechanical allodynia and
thermal hyperalgesia compared to untreated animals. This is a
positive result: whilst a compound's path through human clinical
trials always has uncertainty, the Directors believe the results
will translate to humans. It should also be noted that previous
animal safety data suggests that a three times more concentrated
dose of OCT461201 could have been administered. The Company's Chief
Executive Officer, John Lucas, was primarily responsible for the
identification, negotiation, licensing and development of
OCT461201;
-- Programme 2 (OCT 130401): The Company's other lead programme
has also progressed in-line with the plans communicated at
Admission. The Group has entered into development agreements with
Charles Rivers Laboratories Edinburgh Ltd, Purisys LLC, and OZ UK
Ltd, as OCT130401 and its inhaler delivery device are prepared for
phase 1 clinical trials, anticipated in Q4 2022. There has been a
short delay in development time (from Q3 2022), driven by partners'
capacity challenges caused by Covid, but the Board does not
currently believe that this will affect the time to phase 2
clinical trials, nor the ultimate time to market. The Group has
also announced the orphan indication Trigeminal Neuralgia as the
initial target for OCT130401, an indication in the growing
neuralgia market, which overall is worth approximately $1.8
billion. The Directors believe that this second primary programme
is as exciting as OCT461201, and being a phytocannabinoid
combination, adds balance to the Company's drug development
strategy;
-- Programmes 3 & 4: with regards to its earlier-stage
development programmes, the Company has surpassed the deliverables
communicated to investors at Admission. Cannabinoid derivatives are
at the core of both programmes and last September, the Company
announced the Group's exclusive agreement with Canopy Growth
Corporation ("Canopy Growth" or "Canopy") for its pharmaceutical
cannabinoid derivative library, comprising 335 derivatives and 14
patent families. This has jump-started both development programmes,
with multiple screening initiatives already underway across an
expanded therapeutic area set (including pain, neurology, and
oncology). The Group is working with the organisation that
previously synthesised the compounds for Canopy Growth (leveraging
existing knowledge) and the drug development agreement signed with
Oxford Stemtech Ltd ("Stemtech") is significant, with Stemtech's
cutting-edge in-vitro "pain-in-a-dish" model (using human adult
stem cells) allowing for high-throughput experiments to be
completed cost effectively.
Noting that there has been no deviation in strategy to that set
out in the Prospectus it is disappointing to receive the Notice of
Requisition, requested by a Shareholder who previously supported
this same strategy from before Admission up to as recently as four
months ago. Operationally, the Company has made good progress since
Admission and is in strong financial health. Cash resources remain
within forecast at approximately GBP11m as at the date of the
Circular, with the Company on target to be in phase 1 clinical
trials with both OCT461201 and OCT130401 by Q1 2023 which is
anticipated by the Directors to drive value for the Company and its
Shareholders.
B. Share Price Performance
The share price performance of the Company since Admission is a
huge disappointment to the Board. However, we neither believe that
this represents the value of the Company nor is it a function of
poor strategy or any issue that is intrinsic to the Company. The
Board believes that the share price has largely decreased due to a
poor market backdrop and selling from short-term investors hoping
to make a quick return in the cannabis market. We do not believe
that the price is indicative of the operational or financial health
of the business nor the outlook in the medium term and beyond. In
particular:
-- Market backdrop: the market backdrop for all London-listed
cannabis companies has been extremely poor over the last nine
months. On average, between Admission and 18 February 2022 (the
date of the Notice of Requisition), the share prices of the
Company's London-listed cannabis-related peers have fallen by
approximately 47 per cent. (see chart below). Shares in
biotechnology companies have also fallen (with the Nasdaq
biotechnology index having fallen by approximately 14% over the
same period). As such, being both a cannabinoid company and a
biotechnology business, the Company has been caught in a "perfect
storm" of negative market performance. This goes some way to
explaining share price performance since Admission, but the
Directors believe that it is not representative of the long-term
prospects for the Company;
-- Cash to reach value inflection: when assessing the actual
prospects of the Company, your Board is of the view that the single
most important criteria is that the Company has the necessary
capital required to progress its drug development activities to
reach key value inflection points. These inflection points are the
completion of phase 1 clinical trials for the two primary drug
programmes. We do not currently believe that there will be any
requirement for additional capital raises in order for these
milestones to be met;
-- Positioning: The Board believes that the Company's
positioning remains a point of difference amongst its London-listed
cannabis peers. In a cannabis market where unlicensed medicines are
abundant and unproven, the Company's underlying philosophy is
unchanged and consistent: that it is only by developing cannabinoid
medicines through the existing channels of drug development that
the medical community can have the confidence to prescribe in
volume. The agreements that the Group has signed to date reflect
this core ethos: we have partnered with organisations that
represent the gold-standard in pharmaceutical development. The
Board believes that this positioning will be of increasing value as
the Company's drug programmes progress and drive share price
appreciation in the medium and long term;
-- Selling pressure: it is also worth noting that the selling
activity in the Company's shares since Admission has contributed to
a constant downwards pressure on the share price. We understand
that this consistent selling presence has been an impediment to any
share buying momentum in the Ordinary Shares.
As an early stage pharmaceutical business, the Company has
always been positioned as a long-term investment. This has not
changed: the path of drug development is necessarily long, and
biotechnology companies typically face challenges associated with a
paucity of share price catalysts between developmental milestones.
However, the Board does not believe that this is representative of
the medium and long term prospects for the Company.
C. Addressing the Notice of Requisition
As set out above, the Board believes that the Requisitioned
Resolutions proposed by GHS Capital are without merit,
opportunistic, and poorly considered. We address each of the points
made in turn:
-- Strategic Review: it is disappointing to see a request for a
strategic review. The Company's strategy remains the same as that
communicated at Admission and is in line with the current trends in
cannabinoid drug development. Our strategy aims to employ a
balanced approach that combines previously successful strategies
(e.g. targeting orphan indications) with new strategies enabled by
recent advances in cannabinoid research (e.g. more focus on
individual molecules, cannabinoid derivatives and novel receptors).
This has already started to generate success: as announced on 8
March 2022, pre-clinical data for OCT461201 suggests a positive
dose dependant effect in CIPN, which affects, on average, an
estimated 60 per cent. of people undergoing chemotherapy at 3
months, our phytocannabinoid inhaler continues development for
Trigeminal Neuralgia, an orphan indication, and as previously
announced, Canopy Growth (one of the largest cannabis firms in the
world) has entrusted the Company with its library of cannabinoid
derivative compounds, providing strong validation of the Company's
derivative strategy;
We strongly believe that there is no need for the Company to
change direction and we continue to execute on exactly the strategy
that was outlined at Admission (which Mr Sathianathan previously
voted for whilst a Non-Executive Director of the Company). Any
deviation from this strategy would likely immediately negate the
financial investment that has been made into each development
programme and cause significant delays in taking any drugs to
market. As set out above, the Company has already received
irrevocable undertakings from Shareholders holding 46.5% of the
Ordinary Shares to vote against the Requisitioned Resolutions -
these are Shareholders that are long term investors in the Company
and their support is key;
-- Reduction of Costs: this point is entirely without merit and
unjustified. Firstly, as shown in the interim financial statements,
the administrative costs of the Company are under constant scrutiny
and efforts to generate cost savings are on-going. For example, as
set out in the Interim Results for the six months ended 30 November
2021, the Company has given notice on its London office, expiring
31 March 2022, which is expected to generate cost savings of circa
GBP130k per year. The Company also terminated a services agreement
with Kingsley Capital Partners LLP in December 2021, generating
further cost savings. Secondly, the anticipated costs were drawn-up
in detail, in preparation for Admission, and were agreed to by the
Company's advisers and approved by the Board, (including Mr
Sathianathan when he was a Non-Executive Director). Finally, as
announced on 4 March 2022, in light of the number of irrevocable
undertakings received, we gave Mr Sathianathan the opportunity to
withdraw the Notice of Requisition in an attempt to avoid
unnecessary expense but he declined to engage with us;
-- Replacement of Directors: it is disappointing to see Mr
Sathianathan actively championing a reduction of diversity with his
proposed replacement directors. We firmly believe that none of the
Directors need to be replaced and, indeed, all of them, save for
Richard Hathaway who has only recently been appointed, were
re-elected at the Company's Annual General Meeting on 24 November
2021, just over three months ago. The Board already comprises the
skillsets required to guide the business past the completion of
clinical trials and through to the marketing authorisation of its
drugs. Taking them in turn:
John Lucas - in John, we have a seasoned CEO who has identified
and in-licensed a compound with significant potential, driven the
development of all four drug programmes, is taking OCT's first two
drug programmes successfully through pre-clinical development, and
who was also instrumental in negotiating the agreement with Canopy
Growth for its pharmaceutical cannabinoid derivative library,
comprising 335 derivatives and 14 patent families , which has added
significant momentum to the Company's third and fourth
programmes;
Cheryl Dhillon - in Cheryl the Company is fortunate to have an
independent Non-Executive Director who is an experienced
pharmaceutical executive with three decades of experience in
companies including Ares Serono Group, Elan Corporation Plc,
Lorantis Ltd and a tenure of over 15 years with Otsuka
Pharmaceutical Europe Ltd; part of the Otsuka family of companies.
Cheryl's advice is already invaluable but will become even more so
when the Company starts clinical trials in a few months;
Richard Hathaway - Richard is currently Corporate Development
Director at FTSE-100 Imperial Brands plc where he is responsible
for leading M&A activity and other strategic initiatives and
projects across the business. He has extensive experience of
auditing and advising public and private companies across a wide
range of sectors, including transactions such as financing and
restructuring, acquisitions and disposals;
Bishrut Mukherjee - Bishrut has played a valuable role to date
in guiding the Company, not only in terms of its operational drug
development activities but also in evaluating the strategic
direction of the business. Following his resignation from Imperial
Brands Ventures Limited in September 2021, he also provides
valuable perspective as an independent Non-Executive Director and
his wide range of experience within operational delivery, M&A,
corporate strategy and investment analysis, principally across
regulated industries including those of manufacturing, energy,
pharmaceuticals and FMCG is an asset to the Board;
Neil Mahapatra - as the founder and previous Chairman, Neil
retains a deep knowledge of the business, its history and strategy.
Neil was responsible for approaching Oxford University and
negotiating the Company's research agreement with Oxford
University, launching the cannabinoid derivative creation programme
as a result. He liaised with the UK Home Office to obtain OCT's
first licence for cannabis handling and research and was
responsible for securing all private funding for the Company aside
from Imperial Brands and nearly 25 per cent. of funds at Admission
(the remainder secured by a capital raising firm);
Julie Pomeroy - in Julie the Company has a skilled and balanced
independent Non-Executive Chair with around 20 years' experience on
the boards of publicly quoted companies. She is a Non-Executive
Director at Dillistone Group Plc, an AIM quoted software business,
where until September 2021 she was the group finance director and
company secretary having joined in 2010. She also spent over 12
years as a non-executive director on two NHS Trust Boards. Julie is
a Chartered Accountant and also a Chartered Director and brings
governance experience for publicly listed companies;
-- Improve corporate governance: we strongly reject this
criticism and believe it to be a generic request due to its absence
of foundation. The Board places great emphasis on good corporate
governance and, as set out in the Prospectus, has not only
committed to comply with the Premium Listing Principles set out in
Chapter 7 of the Listing Rules (notwithstanding that they only
apply to companies with a Premium Listing) and to adopt and comply
with the QCA Code on a comply or explain basis but, as set out in
the 2021 Annual Report, the Company has complied with the QCA Code
to date and has no intention to deviate from this. In addition, the
Board is surprised that Mr Sathianathan would raise an issue such
as this in a requisition notice rather than engage directly with
the Board, either while he held the position of Non-Executive
Director or subsequently, through GHS Capital, as a large
Shareholder, where any concern he may have had could have been
discussed and implemented if deemed appropriate W e note that at
midnight on the day before the Company was required to post the
Circular, Mr Sathianathan sent a letter to the Chair making various
spurious allegations concerning the Board and the Company's
operations. We will consider these in full and address them
separately to the extent they merit a response.
4. IRREVOCABLE UNDERTAKINGS
As announced on 4 March 2022, the Directors are pleased to
report that they have received irrevocable undertakings (including
those of the Board) to vote against the Requisitioned Resolutions
from Shareholders representing approximately 46.5 per cent. of the
Company's issued share capital.
5. NOTICE OF REQUISITIONED GENERAL MEETING
A notice convening the Requisitioned General Meeting at which
the Requisitioned Resolutions will be proposed is set out on page
14 of the Circular.
Shareholders are asked to note that in line with the most recent
Institutional Shareholder Services' Proxy Voting Guidelines,
effective for meetings on are after 1 February 2022, the
Requisitioned General Meeting is being called on 21 days' notice
rather than 14 days to enable Shareholders to have as much notice
of the meeting with time for consideration as practicable.
6. ACTION TO BE TAKEN BY SHAREHOLDERS
Shareholders who hold their Ordinary Shares in certificated form
should check that they have received the following with the
Circular:
-- a Form of Proxy for use in relation to the Requisitioned General Meeting; and
-- a reply-paid envelope for use in connection with the return
of the Form of Proxy (in the UK only).
You are strongly encouraged to complete, sign and return your
Form of Proxy in accordance with the instructions printed thereon
so as to be received, by post or, during normal business hours
only, by hand to the Company's Registrar, Computershare Investor
Services PLC at The Pavilions, Bridgwater Road, Bristol BS99 6ZY ,
as soon as possible but in any event so as to arrive by not later
than 10:30 a.m. on 4 April 2022 (or, in the case of an adjournment
of the Requisitioned General Meeting, not later than 48 hours
before the time fixed for the holding of the adjourned meeting
(excluding any part of a day that is not a Business Day)).
Alternatively, register your vote online by visiting
www.investorcentre.co.uk/eproxy and following the instructions
provided.
7. DIRECTORS' RECOMMATION
The Company's share price performance in the ten months since
Admission is hugely disappointing. However, we believe this relates
to short term issues which are not reflective of the fundamentals
of the business: by continuing to execute on the strategy outlined
at Admission, the Board believes that the Company's prospects
remain positive, with enough capital raised at Admission to ensure
that important milestones of bringing OCT461201 and through to
completion of phase 1 clinical trials, as set out in the
Prospectus, can be reached. The Board is proud of the support shown
by its Shareholders, as evidenced by the irrevocable undertakings
to vote against all the Requisitioned Resolutions already received
representing over 46.5% of the issued share capital.
We believe that any Shareholders choosing to support the
Requisitioned Resolutions would be endorsing values that are not
consistent with the Company or its institutional investors:
short-termism and a seemingly active desire to reduce diversity,
promoted by a Shareholder who seems content for the Company to
incur unnecessary and significant costs in the calling of the
Requisitioned Meeting. None of these are values that the Company or
its Board stands for.
The Company has a clear strategy for drug development. The
Directors are committed to providing the management team with the
time and resource necessary to execute on the strategy outlined in
the Prospectus, without distractions such as these.
For all of the reasons given above, your Board believes that
these proposals should be firmly resisted in the interests of
Shareholders as a whole and that all Shareholders should vote
AGAINST the Requisitioned Resolutions to be proposed at the
Requisitioned General Meeting. As announced on 4 March 2022, the
Company is already in receipt of irrevocable undertakings from
holders (including those of the Board) of 446,632,048 Ordinary
Shares, representing approximately 46.5 per cent. of the issued
share capital of the Company, to vote AGAINST the Requisitioned
Resolutions.
Yours sincerely
Julie Pomeroy Cheryl Dhillon Richard Hathaway Bishrut Mukherjee
Chair NED NED NED
Neil Mahapatra John Lucas Karen Lowe Clarissa Sowemimo-Coker
NED CEO CFO COO
DEFINITIONS
The following de nitions apply throughout the Circular unless
the context otherwise requires:
"Act" the Companies Act 2006 (as amended);
"Admission" the admission of the Ordinary Shares
to the standard listing segment of the
Official List and to trading on the Main
Market that became effective on 21 May
2021;
"Board" or "Directors" the directors of the Company as at the
date of the Circular, whose names are
set out on page 4 of the Circular;
"Business Day" any day (excluding Saturdays and Sundays)
on which banks are open in London for
normal banking business and the London
Stock Exchange is open for trading;
"Cellular Goods" Cellular Goods plc;
"certificated" or "in where an Ordinary Share is not in uncertificated
certificated form" form (i.e. not held in CREST);
"Chair" the chair of the Board;
"CIPN" Chemotherapy Induced Peripheral Neuropathy;
"Company" Oxford Cannabinoid Technologies Holdings
PLC, a company incorporated in England
and Wales under company number 13179529;
"CREST" the relevant system for the paperless
settlement of trades and the holding
of uncerti cated securities operated
by Euroclear in accordance with the CREST
Regulations;
"CREST participant ID" shall have the meaning given in the CREST
Manual;
"CREST Regulations" the Uncertificated Securities Regulations
2001 (SI 2001/3755) including any enactment
or subordinate legislation which amends
or supersedes those regulations and any
applicable rules made under those regulations
or any such enactment or subordinate
legislation for the time being in force;
"Euroclear" Euroclear UK & International Limited;
"FCA" the Financial Conduct Authority of the
United Kingdom;
"Form of Proxy" the form of proxy for use by Shareholders
in relation to the Requisitioned General
Meeting, enclosed with the Circular;
"FSMA" the Financial Services and Markets Act
2000 (as amended);
"Group" the Company and its subsidiaries (as
defined in the Act);
"Kanabo" Kanabo Group plc;
"Listing Rules" the listing rules of the FCA;
"London Stock Exchange" London Stock Exchange Group plc;
"Main Market" the London Stock exchange's main market
for listed securities;
"MGC Pharma" MGC Pharmaceuticals Limited;
"Notice of Requisition the notice from Gavin Sathianathan in
" his capacity as Chairman, CEO and Director
of GHS Capital Limited dated 18 February
2022;
"Notice of Requisitioned the notice convening the Requisitioned
General Meeting " General Meeting as set out at the end
of the Circular;
" OCT " Oxford Cannabinoid Technologies Ltd,
the Company's wholly owned subsidiary;
" Official List " the Official List maintained by the FCA;
"Ordinary Shares" the ordinary shares of GBP0.01 each in
the capital of the Company in issue from
time to time;
"Oxford University" The Chancellor Masters and Scholars of
the University of Oxford;
"Pharma C" Pharma C Investments PLC;
"Premium Listing" a premium listing on the Official List
under Chapter 6 of the Listing Rules;
"Premium Listing Principles" the listing principles, applicable to
a company with a Premium Listing, contained
in Chapter 7 of the Listing Rules;
" Prospectus " the prospectus dated published by the
Company in connection with Admission
dated 17 May 2021;
" Prospectus Regulation the prospectus regulation rules of the
Rules " FCA made pursuant to
section 73A of the FSMA, as amended;
"QCA Code" the QCA Corporate Governance Code 2018,
published by the
Quoted Companies Alliance;
"Registrar" Computershare Investor Services PLC of
The Pavilions, Bridgwater, Road, Bristol
BS13 8AE;
"Regulatory Information one of the regulated information services
Service" authorised by the FCA to receive, process
and disseminate regulatory information
in respect of listed companies;
"Requisitioned General the Requisitioned General Meeting of
Meeting" the Company convened for 10:30 a.m. on
6 April 2022 or any adjournment thereof,
notice of which is set out at the end
of the Circular;
"Requisitioned Resolutions" the resolutions to be proposed at the
Requisitioned General Meeting, the full
text of which are set out in the Notice
of Requisitioned General Meeting;
"Shareholders" the holders of Ordinary Shares, and the
term "Shareholder" shall be construed
accordingly;
"uncerti cated" or "uncerti means recorded on the relevant register
cated form" or other record of the share or other
security concerned as being held in uncerti
cated form in CREST, and title to which,
by virtue of the CREST Regulations, may
be transferred by means of CREST;
"United Kingdom" or "UK" the United Kingdom of Great Britain and
Northern Ireland;
"GBP" or "Pounds" UK pounds sterling, being the lawful
currency of the United Kingdom;
"World High Life" World High Life plc.
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END
NOGBKDBQCBKKCND
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