TIDMOPTI
RNS Number : 2663B
OptiBiotix Health PLC
08 January 2018
OptiBiotix Health plc
("OptiBiotix" or the "Company")
Shareholder Circular and Notice of General Meeting
OptiBiotix Health plc (AIM: OPTI), a life sciences business
developing compounds to tackle obesity, high cholesterol and
diabetes announces that, further to the announcement dated 28
November 2017, it has today posted a circular to shareholders
seeking approval to undertake a capital reduction. The circular
will shortly be available on the Company's website
(www.optibiotix.com) and an extract of the circular appears
below.
The General Meeting will be held at 11.00 a.m. on 25 January
2018 at the offices of Jeffreys Henry LLP, Finsgate, 5-7 Cranwood
Street, London, EC1V 9EE.
This announcement contains inside information for the purposes
of Article 7 of EU Regulation 596/2014.
For further information, please contact:
OptiBiotix Health plc www.optibiotix.com
Stephen O'Hara, Chief Executive Contact via
Walbrook below
Cairn Financial Advisers LLP Tel: 020 7213
0880
Liam Murray / Jo Turner
finnCap Broker Tel: 020 7220
0500
Adrian Hargrave / Scott Mathieson
/ Kate Bannatyne (Corporate Finance)
Tony Quirke (Corporate Broking)
Walbrook PR Ltd Tel: 020 7933 8780 or optibiotix@walbrookpr.com
Anna Dunphy Mob: 07876
741 001
About OptiBiotix - www.optibiotix.com
OptiBiotix was formed in March 2012 to develop compounds which
modify the human microbiome - the collective genome of the microbes
in the body - to prevent and manage human disease.
The aim of OptiBiotix is to discover and develop microbial
strains, compounds and formulations, which modulate the human
microbiome and can be used as food ingredients and supplements or
active compounds for the prevention and management of human
metabolic diseases, examples of which include obesity, cholesterol
and lipid distribution and diabetes.
OptiBiotix has established a pipeline of microbiome modulators
that can impact on lipid and cholesterol management, energy harvest
and appetite suppression. The development pipeline is fuelled by
its proprietary OptiScreen(R) and OptiBiotic(R) platform
technologies designed to identify metabolic pathways and compounds
that impact on human physiology and bring potential health
benefits.
Extract of the circular
LETTER FROM THE CHAIRMAN OF OPTIBIOTIX HEALTH PLC
OPTIBIOTIX HEALTH PLC
Incorporated in England and Wales under the Companies Act 1985
with registered number 05880755
Directors: Registered office:
Neil Davidson CBE (Chairman) Innovation Centre
Stephen O'Hara (CEO) Innovation Way
Per Rehne (Commercial Heslington
Director) York YO10 5DG
Christina Wood (Sales
and Marketing Director)
Dr Gareth Barker (Non-executive
Director)
Jan (Peter) Wennstrom
(Non-executive Director)
8 January 2018
Dear Shareholder
Proposed Capital Reduction
and
Notice of General Meeting
1. Introduction
On 28 November 2017, OptiBiotix announced that it intended to
convene a general meeting to seek approval from Shareholders to
undertake a share capital re-organisation to allow the Company to
make future dividend payments. I am writing to you now to set out
details of your Board's proposal to effect the Capital Reduction
which will involve the cancellation of the Share Premium
Account.
The purpose of this document is to provide you with details of
the Capital Reduction and the Resolution to be proposed to
Shareholders at the forthcoming General Meeting. The formal Notice
of General Meeting is set out at the end of this document and a
Form of Proxy is also enclosed for you to complete, sign and
return.
2. Background to, and reasons for, the Capital Reduction
As at 31 May 2017, the Company had retained losses of
GBP4,911,617.54 which included an unrealised gain on valuations of
investments of GBP3,823,200. On 23 October 2017, the High Court
sanctioned a capital reduction pursuant to which all of the issued
A deferred shares of 19 pence each, all of the issued B deferred
shares of 0.9 pence each and all of the issued C deferred shares of
0.09 pence each in the capital of the Company were cancelled and
extinguished. This capital reduction resulted in the capital of the
Company being reduced by GBP5,632,724.62 from GBP7,203,590.98 to
GBP1,570,866.36 and this amount was written off against retained
losses. The unrealised gain on valuation of investments of
GBP3,823,200 is not deemed to be distributable, hence the Company
continues to have a negative distributable reserves position
meaning that it is unable to declare dividends or make
distributions to Shareholders.
The Company has, however, built up a substantial Share Premium
Account through the issue of shares for cash at values in excess of
the nominal value of those shares. As at the date of this document,
the balance standing to the credit of the Share Premium Account is
GBP6,279,722.06. This share premium account constitutes a
non-distributable reserve for the purposes of the Act. The Company
is therefore seeking the approval of Shareholders to cancel the
Share Premium Account in its entirety which, subject to the
confirmation of the High Court, will enable the Company to
eliminate the retained losses and create distributable
reserves.
The distributable reserves will be available for the Directors
to use for the purposes of paying dividends, either in cash or 'in
specie', should circumstances in the future make it desirable to do
so. The ability to make dividend payments provides the flexibility
to consider paying a "dividend in specie" to Shareholders of shares
the Company holds in SkinBioTherapeutics plc, should it be
appropriate to do so. This is part of the Company's strategy of
building value across OptiBiotix divisions and where possible
releasing value back to Shareholders.
Further details of the Capital Reduction are set out in
paragraphs 3, 4 and 5 below.
3. Capital Reduction - Share Premium Account
Share premium is treated as part of the capital of a company and
arises on the issue by a company of shares at a premium to their
nominal value. The premium element is credited to the share premium
account.
The share premium account is a non-distributable capital reserve
and a company's ability to use any amount credited to that reserve
is limited by the Companies Act. However, with the approval of its
shareholders by way of a special resolution and subsequent
confirmation by the High Court, a company may reduce or cancel its
share premium account and in certain circumstances either return
all or part of the sum arising to shareholders as a return of
capital, or credit some or all of such sum arising to its profit
and loss account.
To the extent that the release of such a sum from the share
premium account creates or increases a credit on the profit and
loss account, that sum represents a company's distributable
reserves.
As mentioned above, the cancellation of the Share Premium
Account will eliminate the Company's retained losses and create
distributable reserves equal to the balance.
4. Capital Reduction - Procedure
In order to effect the Capital Reduction, the Company firstly
requires the authority of its Shareholders by the passing of the
Resolution at the General Meeting to approve the cancellation of
the Share Premium Account.
Secondly, the Capital Reduction must be confirmed by the High
Court, to which the Company will make an application if the
Resolution is passed. The Court Hearing to confirm the Capital
Reduction is expected to be held on 27 February 2018. Shareholders
will have the right to attend the Court Hearing in person or
through counsel or other suitably qualified persons to support or
oppose the sanction of the Capital Reduction.
The Capital Reduction will then take effect when the Court Order
confirming it, and a statement of capital approved by the High
Court, have been delivered to and registered by the Registrar of
Companies. The Effective Date of the Capital Reduction is currently
expected to be 5 March 2018. That date is likely to be within a few
working days after the Court Hearing, which is currently expected
to be on or around 27 February 2018.
In order to approve the Capital Reduction, the High Court will
need to be satisfied that the interests of the Company's creditors
will not be prejudiced by the Capital Reduction. The Company will
have to give such undertakings or other forms of creditor
protection as the High Court may require (if any) for the benefit
of the Company's creditors at the date on which the Capital
Reduction becomes effective. These may include seeking the consent
of the creditors to the cancellation of the Share Premium Account
or the provision by the Company to the High Court of an undertaking
to deposit a sum of money into a blocked account created for the
purposes of discharging creditors of the Company.
The Board reserves the right (where necessary by application to
the High Court) to abandon, discontinue or adjourn any application
to the High Court for confirmation of the Capital Reduction, and
hence the Capital Reduction itself, if the Board believes that the
terms required to obtain confirmation are unsatisfactory to the
Company or if as the result of any material unforeseen event the
Board considers that to continue with the Capital Reduction is
inappropriate or inadvisable.
5. Effect of the Capital Reduction
If approved by Shareholders and confirmed by the High Court, the
Capital Reduction will result in the creation of distributable
reserves which will allow the Company to pay dividends in due
course, should it be appropriate or desirable to do so. The Capital
Reduction will not affect the number of Ordinary Shares in issue,
the nominal value per Ordinary Share or the voting or dividend
rights of any Shareholder.
6. The General Meeting
Set out at the end of this document is a notice convening the
General Meeting to be held on 25 January 2018 at the offices of
Jeffreys Henry LLP, Finsgate, 5-7 Cranwood Street, London EC1V 9EE
at 11.00 a.m., at which the Resolution will be proposed for the
purposes of approving the Capital Reduction.
The Resolution, which will be proposed as a special resolution,
is to cancel the total amount standing to the credit of the Share
Premium Account of the Company, being GBP6,279,722.06 as at the
date of this document. As a special resolution, the Resolution
requires votes in favour representing 75 per cent. or more of the
votes cast (in person or by proxy) at the General Meeting in order
to be passed.
7. Action to be taken
A Form of Proxy for use in connection with the General Meeting
accompanies this document. Whether or not you intend to be present
at the General Meeting, you are requested to complete, sign and
return the Form of Proxy in accordance with the instructions
thereon to Share Registrars Limited at The Courtyard, 17 West
Street, Farnham, Surrey GU9 7DR, as soon as possible, but in any
event so as to be received by no later than 11.00 a.m. on 23
January 2018, or, in the event of an adjournment of the meeting, 48
hours before the adjourned meeting (excluding non-working
days).
If you hold your shares in uncertificated form in CREST, you may
appoint a proxy or proxies by utilising the CREST electronic proxy
appointment service in accordance with the procedures described in
the CREST Manual as set out in the Notice of General Meeting at the
end of this document. Proxies submitted via CREST must be received
by Share Registrars Limited (ID 7RA36) no later than 11.00 a.m. on
23 January 2018, or, in the event of an adjournment of the meeting,
48 hours before the adjourned meeting (excluding non-working days).
The appointment of a proxy using the CREST electronic proxy
appointment service will not preclude a Shareholder from attending
and voting in person at the General Meeting should they wish to do
so.
8. Recommendation
The Directors consider that all the proposals to be considered
at the General Meeting are in the best interests of the Company and
its shareholders as a whole and are most likely to promote the
success of the Company. Accordingly, the Directors unanimously
recommend that you vote in favour of the Resolution to be proposed
at the General Meeting as they intend to do in respect of their own
beneficial holdings currently amounting to 12.7 per cent. of the
issued share capital of the Company.
Yours faithfully
Neil Davidson CBE
Chairman
DEFINITIONS
The following definitions apply throughout this document
(including the Notice of General Meeting) and in the accompanying
Form of Proxy, unless the context requires otherwise:
"Articles" the articles of association of
the Company;
"Board" or "Directors" the directors of the Company,
as at the date of this document,
whose names are set out on page
5 of this document;
"Capital Reduction" the proposed reduction of the
share capital of the Company
under section 641 of the Act,
involving the cancellation of
the Share Premium Account;
"Company" or "OptiBiotix" OptiBiotix Health plc, a company
incorporated in England and Wales
with registered number 05880755
whose registered office is at
Innovation Centre, Innovation
Way, Heslington, York YO10 5DG;
"Companies Act" the Companies Act 2006;
or "Act"
"Court Hearing" the hearing by the High Court
of the claim form to confirm
the Capital Reduction under section
648 of the Act;
"Court Order" the order of the High Court confirming
the Capital Reduction;
"CREST" the relevant system (as defined
in the CREST Regulations) in
respect of which Euroclear is
the operator (as defined in those
regulations);
"CREST Manual" the CREST Manual referred to
in agreements entered into by
Euroclear and available at www.euroclear.com/CREST;
"CREST Regulations" the Uncertificated Securities
Regulations 2001 (S.I. 2001 No.
3755);
"Effective Date" expected to be 5 March 2018;
"Euroclear" Euroclear UK & Ireland Limited;
"Form of Proxy" the form of proxy which accompanies
this document for use by Shareholders
in connection with the General
Meeting;
"General Meeting" the general meeting of the Company
convened to be held at 11.00
a.m. on 25 January 2018 and any
adjournment thereof, to consider
and, if thought fit, pass the
Resolution, notice of which is
set out at the end of this document;
"High Court" the High Court of Justice in
England and Wales;
"Notice of General the notice of the General Meeting
Meeting" or "Notice" set out at the end of this document;
"Ordinary Shares" ordinary shares of 2 pence each
in the capital of the Company;
"Registrar of Companies" the Registrar of Companies in
England and Wales, within the
meaning of the Act;
"Resolution" the special resolution set out
in the Notice of General Meeting;
"Shareholders" holders of Ordinary Shares in
the Company from time to time;
"Share Premium the share premium account of
Account" the Company;
"uncertificated recorded on the relevant register
form" or "in uncertificated of the share or security concerned
form" as being held in uncertificated
form in CREST and title to which,
by virtue of the CREST Regulations,
may be transferred by means of
CREST; and
"UK" the United Kingdom of Great Britain
and Northern Ireland.
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCGMGGMKRRGRZM
(END) Dow Jones Newswires
January 08, 2018 10:12 ET (15:12 GMT)
Optibiotix Health (LSE:OPTI)
Historical Stock Chart
From Apr 2024 to May 2024
Optibiotix Health (LSE:OPTI)
Historical Stock Chart
From May 2023 to May 2024