OCTP Oxford Cannabinoid Technologies Holdings Plc

Oxford Cannabinoid Technologies Holdings plc

("OCTP" or the "Company")

Capital Reorganisation

Oxford Cannabinoid Technologies Holdings plc (LSE:OCTP), the biotech company developing prescription cannabinoid medicines, announces that, further to the Company's announcement of 30 January 2024, which includes details of the Company's proposed Capital Reorganisation which was approved by Shareholders at the Company's General Meeting held on 28 September 2023, applications have been made to the Financial Conduct Authority ("FCA") and the London Stock Exchange Group Plc ("LSE"), for the redenominated ordinary shares of 0.1 pence each ("Redenominated Shares") resulting from the Capital Reorganisation to be admitted to the Official List of the FCA and to trading on the Main Market of the LSE in place of the existing ordinary shares of £0.01 each ("Existing Ordinary Shares"). It is expected that the 960,415,644 Redenominated Shares will be admitted to trading and dealings will commence on the London Stock Exchange in the Redenominated Shares on 16 February 2024 ("Admission").

As a result of the Capital Reorganisation, Shareholders will receive 1 Redenominated Share and 1 deferred share of 0.9p ("Deferred Share") in substitution for every 1 Existing Ordinary Share held.

The total issued ordinary share capital of the Company will remain the same on Admission, being 960,415,644 ordinary shares.

The Redenominated Shares have the same rights as the Existing Ordinary Shares, including voting, dividend and other rights. Immediately following the implementation of the Capital Reorganisation, it is expected that the market price of a Redenominated Share should be approximately equal to an Existing Ordinary Share immediately beforehand. Existing Shareholders will own the same proportion of the Company as they did immediately prior to the implementation of the Capital Reorganisation.

The Deferred Shares will not be transferable. The holders of the Deferred Shares shall not, by virtue or in respect of their holdings of Deferred Shares, have the right to receive notice of any general meeting of the Company or the right to attend, speak or vote at any such general meeting. The Deferred Shares will not entitle their holders to receive any dividend or other distribution. The Deferred Shares will on a return of assets in a winding up entitle the holders only to the repayment of £1.00 for the entire class of Deferred Shares. The Company will have irrevocable authority at any time to appoint any person to execute on behalf of the holders of the Deferred Shares a transfer thereof and/or an agreement to the transfer of the same to such persons as the Company may determine or as the Company determines as custodian thereof, without making any payment to the holders thereof, and/or consent to cancel the same (in accordance with the provisions of the Act) without making any payment to or obtaining the sanction of the holders thereof. The Company may, at its option at any time, purchase all or any of the Deferred Shares then in issue, at a price not exceeding £1.00 for each aggregate holding of Deferred Shares so purchased. The directors of the Company consider the Deferred Shares, so created, to be of no economic value and they will not be admitted to the Official List nor to trading on the Main Market.

On Admission of the Redenominated Shares the Company's issued ordinary share capital will consists of 960,415,644 ordinary shares of 0.1 pence each ("Ordinary Shares") and therefore the total number of voting rights in the Company, attributable to such Ordinary Shares, on Admission will be 960,415,644. This figure should be used by shareholders as the denominator for calculations by which they can determine if they are required to notify their interest in, or a change to their interest in, the Company under the Financial Conduct Authority's Disclosure Guidance and Transparency Rules.

The Directors of the Company take responsibility for this announcement.

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About Oxford Cannabinoid Technologies Holdings Plc:

Oxford Cannabinoid Technologies Holdings plc ("OCTP") is the holding company of Oxford Cannabinoid Technologies Ltd (together the "Group"), a pharmaceutical Group developing prescription cannabinoid medicines initially targeting the US$ multi-billion global pain market.

OCTP currently has a portfolio of four drug development programmes. Its lead compound, OCT461201, will initially target neuropathic and visceral pain (including irritable bowel syndrome ("IBS") and chemotherapy induced peripheral neuropathy ("CIPN"). The global market for CIPN alone is currently forecast to reach US$1.17bn by 2028.

OCTP's drug development pipeline comprises both natural and synthetic compounds, and includes compounds targeting trigeminal neuralgia, a severe type of face pain, and cannabinoid derivatives targeting pain and potentially other therapeutic areas. Having established an exclusive licence agreement with Canopy Growth Corporation for their entire pharmaceutical cannabinoid derivative library, OCTP now has a portfolio of almost five hundred derivatives and intellectual property rights including fourteen patent families and associated research data.

OCTP 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. OCTP's portfolio aims to balance risk, value and time to market, whilst ensuring market exclusivity around all its key activities.