Proxy Solicitation & Information Statement • Mar 11, 2022
Proxy Solicitation & Information Statement
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THIS DOCUMENT AND THE ENCLOSED FORM OF PROXY ARE IMPORTANT AND REQUIRE YOUR IMMEDIATE ATTENTION. This document contains the resolutions to be voted on at a requisitioned general meeting of Oxford Cannabinoid Technologies Holdings plc (the "Company") to be held at 10.30 a.m. on 6 April 2022 ("Requisitioned General Meeting"). If you are in any doubt about the contents of this document, or the action you should take, you are recommended to seek your own personal financial advice immediately from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser who is authorised under the Financial Services and Markets Act 2000 (as amended) ("FSMA") if you are resident in the United Kingdom (or, if you are a person outside the United Kingdom, from another appropriately qualified independent financial adviser in your jurisdiction).
If you have sold or otherwise transferred all of your ordinary shares of £0.01 each in the issued share capital of the Company ("Ordinary Shares") prior to the date of this document, please immediately send this document, together with the accompanying form of proxy ("Form of Proxy"), to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for delivery to the purchaser or transferee. However, the distribution of this document and/or any accompanying documents into a jurisdiction other than the United Kingdom may be restricted by law or regulation and therefore such documents should not be distributed, forwarded to or transmitted in or into the United States of America, Canada, Australia, Japan, New Zealand or the Republic of South Africa or into any other jurisdiction where to do so would breach any applicable law or regulation. If you have sold or transferred only part of your registered holding of Ordinary Shares in the Company, you should retain this document and the accompanying documents and immediately consult with the stockbroker, bank or other agent through whom the sale or transfer was effected.
(Incorporated in England and Wales under company number 13179529 with Legal Entity Identifier 2138005SRWT4998BCE35)
and
Notice of a Requisitioned General Meeting to 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 is set out at the end of this document. In light of the current Covid-19 pandemic, shareholders of the Company ("Shareholders") are strongly encouraged to appoint the chair of the meeting as their proxy, in CREST, online, or by completing the enclosed Form of Proxy.
The accompanying Form of Proxy for use in connection with the Requisitioned General Meeting should be completed by Shareholders and returned as soon as possible and, in any event, so as to reach the Company's registrars, Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY, 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 (excluding any part of a day that is not a working day) before the time fixed for the holding of the adjourned meeting). If you hold Ordinary Shares in CREST, you may give an instruction to a proxy (whether previously appointed or otherwise) via the CREST system. CREST messages must be received by the Company's agent (ID number 3RA50) by no 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 (excluding any part of a day that is not a working day) before the time fixed for the holding of the adjourned meeting).
The distribution of this document, together with accompanying documents, into jurisdictions other than the United Kingdom may be restricted by law. Persons into whose possession such documents come should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdiction.
This document may include certain forward-looking statements, beliefs or opinions, including statements with respect to the Company's business, financial condition and results of operations. These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "anticipates", "targets", "aims", "continues", "expects", "intends", "hopes", "may", "will", "would", "could" or "should" or, in each case, their negative or other various or comparable terminology or by discussions of strategy, plans, objectives, goals, future events or intentions. These statements are made by the Directors in good faith based on the information available to them at the date of this document and reflect the Directors' beliefs and expectations. By their nature these statements involve risk and uncertainty because they relate to events and depend on circumstances that may or may not occur in the future. A number of factors could cause actual results and developments to differ materially from those expressed or implied by the forward-looking statements, including, without limitation, developments in the global economy, changes in regulation and government policies, spending and procurement methodologies and currency fluctuations.
No representation or warranty is made that any of these statements will come to pass. Forward-looking statements may, and often do, differ materially from actual results. Any forward-looking statements in this document speak only as of their respective dates, reflect the Directors' current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Company's operations and growth strategy. Subject to the requirements of the FCA, the London Stock Exchange, the Listing Rules, the Prospectus Regulation Rules and the Disclosure Guidance and Transparency Rules (and/or any regulatory requirements) or applicable law, the Company explicitly disclaims any obligation or undertaking publicly to release the result of any revisions to any forward-looking statements in this document that may occur due to any change in the Company's expectations or to reflect events or circumstances after the date of this document.
Any information contained in this document on the price at which shares or other securities in the Company have been bought or sold in the past, or on the yield on such shares or other securities, should not be relied upon as a guide to future performance.
This document is not a prospectus and it does not constitute or form part of any offer or invitation to purchase, acquire, subscribe for, sell, dispose of or issue, or any solicitation of any offer to purchase, acquire, subscribe for, sell, dispose of or issue any security.
A copy of this document, together with all information incorporated into this document by reference to another source, is and will be available for inspection on the Company's website www.oxcantech.com from the time this document is published. For the avoidance of doubt, the contents of the website referred to in this document are not incorporated into, and do not form part of, this document.
If and to the extent that any document or information incorporated by reference to this document itself incorporates any information by reference, either expressly or impliedly, such information will not form part of this document, except where such information or document is stated within this document as specifically being incorporated by reference or where this document is specifically defined as including such information or document. In particular, information on or accessible through the Company's website does not form part of, and is not incorporated into, this document.
If you have received this document in electronic form, you may request a hard copy of this document and/or any information incorporated into this document by reference to another source by contacting the Company's Registrar, Computershare Investor Services PLC at The Pavilions, Bridgwater Road, Bristol BS99 6ZY or between 8.30 a.m. and 5.30 p.m. (UK time), Monday to Friday (excluding public holidays in England and Wales), on 0370 702 0000 and providing the Registrar with your full name and the full address to which the hard copy may be sent (calls may be recorded and monitored for training and security purposes).
| EXPECTED TIMETABLE | 3 |
|---|---|
| LETTER FROM THE BOARD | 4 |
| DEFINITIONS | 11 |
| NOTICE OF REQUISITIONED GENERAL MEETING | 13 |
Latest time and date for receipt of completed Forms of Proxy and receipt 10.30 a.m. on 4 April 2022 of electronic proxy appointments via the CREST system
(Incorporated in England and Wales under company number 13179529 with Legal Entity Identifier 2138005SRWT4998BCE35)
Julie Pomeroy (Non-Executive Chair) Maddox House Dr John Lucas (Chief Executive Officer) 1 Maddox Street Clarissa Sowemimo-Coker (Chief Operating Officer) London Karen Lowe (Finance Director) W1S 2PZ Cheryl Dhillon (Non-Executive Director) Bishrut Mukherjee (Non-Executive Director) Neil Mahapatra (Non-Executive Director) Richard Hathaway (Non-Executive Director)
Directors: Registered Office:
11 March 2022
Dear Shareholder
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 £11m as at the date of this document, 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 this document.
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.
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 this document.
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.
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:
l 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 preclinical animal model of 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;
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 £11m as at the date of this document, 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.
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:
l 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 per cent. 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;
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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.
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:
l 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 per cent. 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;
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;
l 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. We note that at midnight on the day before the Company was required to post this document, Mr Sathianathan sent a letter to the Chair making various spurious allegations concerning the Board and the Company operations. We will consider these in full and address them to the extent they merit a response.
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.
A notice convening the Requisitioned General Meeting at which the Requisitioned Resolutions will be proposed is set out on page 14 of this document.
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.
Shareholders who hold their Ordinary Shares in certificated form should check that they have received the following with this document:
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.
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 OCT130401 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 per cent. 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 |
The following definitions apply throughout this document 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 this document, whose names are set out on page 4 of this document; |
| "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 certificated form" |
where an Ordinary Share is not in uncertificated 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 uncertificated 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 this document; |
| "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 General Meeting" |
the notice convening the Requisitioned General Meeting as set out at the end of this document; |
| "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 £0.01 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 Rules" | the prospectus regulation rules of the 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 Service" | one of the regulated information services authorised by the FCA to receive, process and disseminate regulatory information in respect of listed companies; |
| "Requisitioned General Meeting" | the Requisitioned General Meeting of 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 this document; |
| "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; |
| "uncertificated" or "uncertificated form" |
means recorded on the relevant register or other record of the share or other security concerned 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; |
| "United Kingdom" or "UK" | the United Kingdom of Great Britain and Northern Ireland; |
| "£" or "Pounds" | UK pounds sterling, being the lawful currency of the United Kingdom; |
| "World High Life" | World High Life plc. |
(Incorporated in England and Wales under company number 13179529 with Legal Entity Identifier 2138005SRWT4998BCE35)
NOTICE IS HEREBY GIVEN that a Requisitioned General Meeting of OXFORD CANNABINOID TECHNOLOGIES HOLDINGS PLC (the "Company") will be held at 10.30 a.m. on 6 April 2022 at the offices of Penningtons Manches Cooper LLP, 125 Wood Street, London EC2V 7AW for the purposes of considering and, if thought fit, passing the following resolutions, which will be proposed as ordinary resolutions.
Words and expressions defined in the circular published by the Company on 11 March 2022 have the same meaning in this Notice, unless the context otherwise requires.
By Order of the Board
Company Secretary
Registered office: Maddox House 1 Maddox Street London W1S 2PZ
Dated: 11 March 2022
shall be entitled to attend, speak and vote at the meeting. Changes to the register of members after the relevant deadline shall be disregarded in determining the rights of any person to attend and vote at the meeting.
All resolutions at the Requisitioned General Meeting will be decided by poll and not by a show of hands. The Board also believes a vote by way of poll to be more representative of Shareholders' voting intentions so that the votes are counted according to the number of Ordinary Shares held.
Where you have appointed a proxy using the hard-copy proxy form and would like to change the instructions using another hardcopy proxy form, please contact Computershare Investor Services PLC at The Pavilions, Bridgwater Road, Bristol, BS99 6ZY.
If you submit more than one valid proxy appointment, the appointment received last before the latest time for the receipt of proxies will take precedence.
In either case, the revocation notice must be received by Computershare Investor Services PLC no later than 10.30 a.m. on 4 April 2022.
If you attempt to revoke your proxy appointment but the revocation is received after the time specified, your original proxy appointment will remain valid unless you attend the meeting and vote in person.
Appointment of a proxy does not preclude you from attending the meeting and voting in person. If you have appointed a proxy and attend the meeting in person or electronically, your proxy appointment will automatically be terminated.
It is proposed that all votes on the Resolutions at the Requisitioned General Meeting will be taken by way of a poll. On a vote by poll, every Shareholder has one vote for each Ordinary Share held.
The Company's website includes information on the number of Ordinary Shares and voting rights.
As soon as practicable following the meeting, the results of the voting will be announced via a Regulatory News Service announcement and posted on the Company's website.
You may not use any electronic address provided either in this Notice of Requisitioned Meeting or in any related documents to communicate with the Company for any purposes other than those expressly stated.
Additional Holders:
The Chair of Oxford Cannabinoid Technologies Holdings PLC invites you to attend the Requisitioned General Meeting of the Company to be held at the offices of Penningtons Manches Cooper LLP, 125 Wood Street, EC2V 7AW on 6 April 2022 at 10.30 a.m.
Please detach this portion before posting this proxy form.
To be effective, all proxy appointments must be lodged with the Company's Registrars at:
Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY by 4 April 2022 at 10.30 a.m.
Kindly Note: This form is issued only to the addressee(s) and is specific to the unique designated account printed hereon. This personalised form is not transferable between different: (i) account holders; or (ii) uniquely designated accounts. The Company and Computershare Investor Services PLC accept no liability for any instruction that does not comply with these conditions.
| All Named Holders | |
|---|---|
Please complete this box only if you wish to appoint a third party proxy other than the Chair. Please leave this box blank if you want to select the Chair. Do not insert your own name(s).
I/We hereby appoint the Chair of the Meeting OR the person indicated in the box above as my/our proxy to attend, speak and vote in respect of my/our full voting entitlement* on my/our behalf at the Requisitioned General Meeting of Oxford Cannabinoid Technologies Holdings PLC to be held at the offices of Penningtons Manches Cooper LLP, 125 Wood Street, EC2V 7AW on 6 April 2022 at 10.30 a.m., and at any adjourned meeting.
*
* For the appointment of more than one proxy, please refer to Explanatory Note 2 (see front).
Please mark here to indicate that this proxy appointment is one of multiple appointments being made.
Please use a black pen. Mark with an X inside the box as shown in this example. 8
| Ordinary Resolutions | For | Against | Vote Withheld |
|
|---|---|---|---|---|
| 1. | That James Brodie be appointed as a director of the Company with immediate effect. | |||
| 2. | That Richard Bedford be appointed as a director of the Company with immediate effect. | |||
| 3. | That Richard Grethe be appointed as a director of the Company with immediate effect. | |||
| 4. | That Julie Pomeroy be removed as a director of the Company with immediate effect. | |||
| 5. | That Cheryl Dhillon be removed as a director of the Company with immediate effect. | |||
| 6. | That John Lucas be removed as a director of the Company with immediate effect. | |||
| 7. | That Neil Mahapatra be removed as a director of the Company with immediate effect. | |||
| 8. | That Bishrut Mukherjee be removed as a director of the Company with immediate effect. | |||
| 9. | That Richard Hathaway be removed as a director of the Company with immediate effect. | |||
| 10. That any person appointed as a director of the Company since 18 February 2022, and who is not already referred to in these resolutions, be removed as a director of the Company with immediate effect. |
I/We instruct my/our proxy as indicated on this form. Unless otherwise instructed the proxy may vote as he or she sees fit or abstain in relation to any business of the meeting.
In the case of a corporation, this proxy must be given under its common seal or be signed on its behalf by an attorney or officer duly authorised, stating their capacity (e.g. director, secretary).
WKF1175 02 O H P
The Directors / Company Secretary Oxford Cannabinoid Technologies Holdings Plc 1 Maddox Street London W1S 2PZ UK
By email: [email protected] [email protected] [email protected]
Dear Sir/Madam
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:
To consider and, if thought fit, pass the following resolutions, which will be proposed as ordinary resolutions:
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.
GHS Capital Ltd 78,146,151
Yours faithfully
………………………………………….
Duly authorised signatory For and on behalf of GHS Capital Ltd
The Requisitioning Shareholder believes that the strategy of the proposed board of directors of the Company for value realisation should be to:
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 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 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 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.
| 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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