OXFORD CANNABINOID TECHNOLOGIES HOLDINGS PLC

Prospectus • May 17, 2021

National Storage Mechanism | Additional information

RNS Number : 8830Y

Oxford Cannabinoid Tech.Holdings

17 May 2021

17 May 2021

Oxford Cannabinoid Technologies Holdings Plc

Publication of Prospectus

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, WITHIN, INTO OR IN THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, THE REPUBLIC OF IRELAND OR JAPAN.

This announcement is an advertisement and not a prospectus. Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction. Investors should not purchase or subscribe for any transferable securities referred to in this announcement except on the basis of information contained in any prospectus (the "Prospectus") in its final form that may be published by Oxford Cannabinoid Technologies Holdings Plc

("OCTP" or the "Company") in due course in connection with the admission of the Company's ordinary shares of £0.01 each (the "Ordinary Shares") to the Official List of the Financial Conduct Authority (the "FCA") (Standard Listing Segment) and to trading on the Main Market for listed securities of the London Stock Exchange Group plc (the "London Stock Exchange"). This announcement is not an offer to sell, or a solicitation of an offer to acquire, securities in the United States, Australia, Canada, Japan, the Republic of South Africa or in any other jurisdiction.

Oxford Cannabinoid Technologies Holdings Plc is pleased to announce today the publication of the Prospectus in relation to a Placing of Ordinary Shares at 5 pence per Ordinary Share and Admission of 960,415,644 Ordinary Shares to the Official List (by way of Standard Listing under Chapter 14 of the Listing Rules) and to trading on the London Stock Exchange's Main Market for listed securities. It is expected that Admission will become effective and that dealings in the Ordinary Shares will commence at 8.00 a.m. on 21 May 2021.

OCTP is a holding company of the group with all operational activity being carried out by Oxford Cannabinoid Technologies Limited ("OCT"). OCT is a pre-revenue pharmaceutical company with an objective to develop cannabinoid-based prescription medicines approved by regulatory agencies including the US Food and Drug Administration ("FDA"), the European Medicines Agency ("EMA"), and the Medicines and Products Healthcare Regulatory Authority ("MHRA").

The Group's primary market focus is the total addressable pain market, which is estimated to be worth at least £42.5 billion* by commercialisation of the first drug produced by OCT, currently anticipated to be in 2027, and as such it initially aims to develop a portfolio of four drug candidates for approval as licensed pain medicines.

OCT's drug development strategy includes the development of proprietary cannabinoid derivatives, natural phytocannabinoids ("pCBs") and other drug compounds that interplay with the endocannabinoid system. OCT owns a proprietary library of 93 cannabinoid derivatives and has in-licensed its lead drug candidate, OCT461201, under a licence agreement entered into in September 2019.

OCT's research activities are currently completed through commercial and academic partners in an outsourced model of research that allows the Group to minimise central costs.

*Figure(s) based on £/$ exchange rate as at 31 March 2021 of £1/$1.3785 

Availability of the Prospectus

The prospectus has been approved by the FCA, as competent authority under Regulation (EU) 2017/1129 as it forms part of retained direct EU legislation (as defined in the European Union (Withdrawal) Act 2018), as amended). The Prospectus is available for inspection at www.fca.org.uk/markets/primary-markets/regulatory-disclosures/national-storage-mechanism.

Copies of the Prospectus are also available on the Company's website, https://oxcantech.com/userfiles/files/prospectus.pdf and at the offices of Penningtons Manches Cooper LLP, 125 Wood Street, London EC2V 7AW.

Defined terms in this announcement which are not defined herein shall have the same meanings as in the Prospectus.

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Publication of the Prospectus	17 May 2021
Admission and commencement of unconditional dealings in Ordinary Shares	8.00 a.m. on 21 May 2021
Crediting of Ordinary Shares to be held in uncertificated form to CREST accounts	8.00 a.m. on 21 May 2021
Despatch of definitive share certificates for Ordinary Shares in certificated form	Within 7 days of Admission

PLACING STATISTICS

Number of Existing Ordinary Shares immediately prior to Admission following completion of the Share Exchange Agreement	630,415,644
Placing Price	£0.05 per Ordinary Share
Number of Placing Shares	330 million
Enlarged Share Capital in issue following the issue of the Placing Shares and Admission	960,415,644
Percentage of Enlarged Share Capital represented by Placing Shares	34.36%
Gross proceeds of the Placing	£16.5 million
Estimated expenses of the Placing and Admission (exclusive of VAT)	£1.68 million
Net Proceeds	£14.82 million
Market Capitalisation of the Company at the Placing Price on Admission	£48,020,782
Number of Warrants	33,307,275
Percentage of share capital represented by Warrants (assuming all Warrants are exercised immediately following Admission and that subsequently the Company's share capital is made up of the Enlarged Share Capital and the Ordinary Shares resulting from the exercise of the Warrants only)	3.35%
Number of Vested Options	69,584,356
Percentage of share capital represented by Vested Options (assuming all Vested Options are exercised immediately following Admission and that subsequently the Company's share capital is made up of the Enlarged Share Capital and the Ordinary Shares resulting from the exercise of the Vested Options only)	6.76%
Number of New Options and NED Options	93,640,525
Percentage of share capital represented by New Options and NED Options (assuming all New Options and NED Options are exercised immediately following Admission and that subsequently the Company's share capital is made up of the Enlarged Share Capital and the Ordinary Shares resulting from the exercise of the New Options and NED Options only)	8.88%
Percentage of share capital represented by Warrants and Options (assuming all Warrants and Options are exercised immediately following Admission and that subsequently the Company's share capital is made up of the Enlarged Share Capital and the Ordinary Shares resulting from the exercise of the Warrants and the Options only)	16.99%

For more information:

The Company
Oxford Cannabinoid Technologies Holdings Plc	Dr John Lucas	+44 (0)7956 873125
The Financial Adviser
Cairn Financial Advisers LLP	Emily Staples or Jo Turner	+44 (0)20 7213 0897 or +44 (0)20 7213 0885
The Corporate Adviser
States Bridge Capital Ltd	Damion Carruel	+44 (0)7775516745
The PR Adviser
Acuitas Communications	Simon Nayyar or James Gittings	44 (0)20 3848 2815 or +44 (0)20 3848 2812

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