TIDMAPOL
RNS Number : 9760S
Apollon Formularies plc
15 March 2023
15 March 2023
Apollon Formularies Plc
Notice of General Meeting
Proposed Disposal of Tangible and Intangible Assets of
Apollon
Apollon Formularies plc (AQSE: APOL, "Apollon" or the "Company")
, a UK based international pharmaceutical company trading on the
Aquis Stock Exchange, that is licenced to research, develop,
process, and sell medical cannabis therapeutic products that
include legal medical cannabis to treat various illnesses under
medical supervision, is pleased to announce, further to the
announcement of 12 January 2023, that it is today posting a Notice
of General Meeting, in order to seek approval for, amongst other
things, the disposal of all the tangible and intangible assets and
approval of the Company's proposed investment strategy in the
cannabis sector.
Notice is hereby given that the General Meeting will be held on
11 April 2023 at 10 a.m. at The Broadgate Tower, 20 Primrose
Street, London, EC2A 2EW.
A copy of the Chief Executive Officer's letter, the expected
timetable of principal events and definitions sections contained in
the Circular, are set out in full below in this announcement
without material amendment or adjustment.
A copy of the Circular will shortly be available at:
https://apollon.org.uk/
The directors of the Company accept responsibility for the
contents of this announcement.
For additional information, please visit www.apollon.org.uk or
contact:
Apollon Formularies
Tel: +44 771 198 0221
Stene Jacobs stene@apollon.org.uk
Peterhouse Capital Limited (Corporate Adviser)
Tel: +44 207 220 9795
Guy Miller gm@peterhousecapital.com
BlytheRay (Financial PR/IR-London)
Tel: +44 207 138 3204
Tim Blythe/Megan Ray/Matt Bowld apollon@blytheray.com
(Incorporated in the Isle of Man with company number
002845V)
Directors: Registered Office:
Stephen D Barnhill, M.D. (Chief Executive Quayside House
Officer) 6 Hope Street
Nicholas Ingrassia (Non-Executive Director) Castleton
Nicholas Barnhill (Non-Executive Director) Isle of Man, IM9 2AS
Roderick McIllree (Non-Executive Director)
Herb Fritsche (Executive Director)
Notice of General Meeting
AND
Disposal of Assets and Licenses
Change of Investment Strategy
15 March 2023
To the Shareholders and, for information only, to the Option
Holders and Warrant Holders
1. Introduction
This Circular sets out the background to and reasons for the
Disposal, the adoption of a new business strategy and other matters
to be proposed at the General Meeting which is to be held at The
Broadgate Tower, 20 Primrose Street, London, EC2A 2EW on 11 April
2023 at 10 a.m .
On 9 January 2023, Global Hemp Group Inc. ("GHG") entered into a
binding letter of intent ("LOI") with the Company, pursuant to
which the Company granted a perpetual exclusive licence of certain
intellectual property for use in Canada, the United States and
Mexico, in exchange for 10,000,000 GHG Shares and a payment of
US$250,000.
The LOI also provided for a due diligence period of 60 days. If
both parties are satisfied with the results of the due diligence,
GHG will have the exclusive option to acquire all the Assets of
Apollon, other than cash, cash equivalents, and receivables, for a
payment of 771,191,266 GHG common shares at a deemed price of
$0.015 CAD per GHG common share, for a total consideration of
$11,567,869 CAD.
Accordingly, the Board intends to seek shareholder approval to
dispose of the Assets of the Company.
If Shareholders approve the Disposal of the Assets, the Company
will adopt an investment strategy, further described in paragraph 5
below. The Board intends to distribute GHG common shares to the
Company's shareholders, subject to, applicable laws, while holding
back sufficient GHG common shares to sell in an orderly fashion to
pay any outstanding Company's debt. In the event of such in-specie
distribution, a further announcement and Shareholder circular will
be produced in due course.
2. Information on Global Hemp Group Inc.
Global Hemp Group Inc. (Canadian Securities Exchange symbol:
GHG) is focused on executing a multi-phased strategy to become a
leader in the industrial hemp industry in the United States. The
Company is headquartered in Vancouver, British Columbia. The
current phase of the strategy focuses on the development of
"sustainable" and "green" value-added industrial hemp products
utilising the processing of the entirety of the hemp plant for
multi-merchantable applications. The Hemp Agro-Industrial Zone
("HAIZ") is the next phase of the Company's business strategy,
which utilises the exceptional properties of the hemp plant for the
production of raw materials and other value-added products,
assembled in a centralized location adjacent to the hemp farming
activity.
To further support and innovate the HAIZ, Global Hemp Group has
established a Research and Development Division to actively pursue
the development of Intellectual Property that can be patented for
implementation at its projects and beyond. The Division is led by
Prof. Víctor M. Castaño, Ph.D. from the National Autonomous
University of Mexico (UNAM), a highly recognised leader in areas of
applied science and technology. The R&D team brings a wealth of
knowledge and experience in multiple disciplines and will initially
focus on development of Environmentally Friendly Construction
Materials, Nanofertilizers and Enhanced Extraction from Hemp.
3. Background to and reasons for the Proposals
In light of Apollon Jamaica's significant Jamaican operations,
Apollon is one of very few natural biologic drug development
companies globally that is a publicly traded company, legally
licensed to work with full spectrum high THC cannabis, in a fully
licensed and legal environment that can perform drug discovery,
execute pre-clinical testing, perform human clinical trials,
provide immediate direct human availability of these treatments by
physician prescription, has an International Cancer and Chronic
Pain Institute, and is approved to export our products globally
where legally allowed.
Global customers, including potential partners like Big Pharma,
seeking natural biologic products and partnerships can look to
companies like Apollon that will have patent protected
formulations, validated by pre-clinical and human clinical trial
data, rather than companies with random medical cannabis and
mushroom based products without this level of scientific rigour and
intellectual property protection.
Pursuant to the binding LOI and a subsequent License Agreement
dated 19 January 2023 , GHG acquired the exclusive perpetual
licence for North America (specifically, the United States, Canada
and Mexico) to certain Apollon Intellectual Property and
proprietary technology. This includes, but is not limited to, four
key patent applications as described below, including any
continuations, divisional, and continuations-in-part, along with
the use of any and all associated preclinical and clinical data
relating to the patents and proprietary technology (the "IP"). The
consideration was 10,000,000 GHG common shares and US$250,000,
which was advanced during the 60 day due diligence period once
GHG's common shares resumed trading on the Canadian Securities
Exchange (CSE). All GHG common shares issued to the Company
pursuant to the transaction will have a hold period of four (4)
months plus one (1) day.
The patents are registered under the International Patent System
(PCT) and are also registered in Jamaica. This exclusive perpetual
licence will cover Canada, the United States and Mexico, for the
four patents below and all associated supporting data:
-- Compositions and Methods for Treatment of Cancers;
-- Compositions and Methods for Treatment of Inflammation;
-- Methods for Treatment of Human Cancers Using Cannabis Compositions;
-- Methods for Treatment of Human Cancers Using Mushroom Compositions;
GHG has also engaged Dr. Stephen Barnhill, the creator of the
licensed patents, as Special Medical Advisor to assist it in
monetising the intellectual property.
4. The Disposal
If GHG and the Company are satisfied with their due diligence
reviews, GHG will also acquire the Assets, including full ownership
of the four patent applications listed above. In summary, the
Disposal will also consist of:
- The BIOENSIS preclinical data reflecting the independent
testing of cannabis and mushroom formulations is included in the
Disposal. Further details of the testing undertaken by BIOENSIS, an
independent pre-clinical predictive pharmaceutical testing
laboratory, can be found in the announcement of 18 May 2021.
- The Company's contract right to receive a 49% equity interest
in Apollon Jamaica, subject to approval by the CLA.
- The Company's contract right to receive 95% of the net profits of Apollon Jamaica.
The consideration payable for all the assets of Apollon, other
than cash, cash equivalents, and receivables, is 771,191,266 GHG
common shares at a deemed price of $0.015 per GHG common share, for
a total consideration of C$11,567,869.
5. Investment Strategy
On passing of the Resolutions, the Company will become an
Enterprise Company. The Company intends to remain an Enterprise
Company which may invest in the developing market for medicinal or
therapeutic Cannabis based medicinal products (CBMP's), in legal
jurisdictions.
The main business activities of the Company will be its
investments into those companies or projects conducting the lawful
production of and research into Medicinal Cannabis in jurisdictions
that are internationally recognised as having well-developed and
reputable laws and regulations for the research and production of
Cannabis and comply with the United Nation's conventions on
narcotics. The Board is aware of its legal duty to ensure that such
activities are lawful and as such, will carefully consider each
proposed investment to be made and its compliance with UK
legislation and seek appropriate legal advice in the UK and the
jurisdictions prior to completing any investment.
As described in paragraph 1 above, the Board intends to
distribute GHG common shares to the Company's shareholders, subject
to, applicable laws, while holding back sufficient GHG common
shares to sell in an orderly fashion to pay any outstanding
Company's debt. In the event of such in-specie distribution, a
further announcement and Shareholder circular will be produced in
due course.
Pursuant to the AQSE Growth Market Access Rulebook, if the
Company has not implemented its investment strategy within two
years of becoming an Enterprise Company, the Aquis Stock Exchange
may suspend trading in the Company's Ordinary Shares.
6. Investment Committee and Investment Identification
The Investment Committee will be comprised of Stephen D.
Barnhill, M.D., Roderick McIllree and Stene Jacobs, the current
non-main Board Chief Operation Officer of the Company. It has been
established to allocate and invest capital. It will be responsible
for commissioning appropriate technical, financial and legal due
diligence on prospective investments, investment monitoring and
reporting to the full Board on a regular basis. Professional
advisers will be consulted, as required, on relevant technical and
scientific matters and together with the Investment Committee may
seek further technical and scientific advice.
Investment identification will be the responsibility of the
Investment Committee.
As part of each investment analysis, the Investment Committee
will liaise with and, if necessary, instruct Counsel to produce a
legal opinion relating to the terms and lawfulness of the Company's
proposed investment in the particular jurisdiction. The Investment
Committee will review Counsel's opinion to identify whether the
investment is in line with a UK Counsel's legal opinion in relation
to the same matter and if necessary seek further UK legal advice.
The Investment Committee will heed the advice provided by Counsel
where the advice given reflects any negative legal or regulatory
risks and will decline the proposed investment in such cases. In
particular, the Investment Committee will seek to ensure that there
is as little risk as possible of breaching POCA 2002, MDA 1971,
MDDO 2001 and MDR 2001. The Investment Committee will also seek to
avoid any risk of breaching Money Laundering legislation and will
seek to ensure that any prospective future dividends will not
contravene any laws, having particular regard to whether there may
be any breach of POCA 2002.
Once the Investment Committee, with the assistance of a
professional person, when required, has completed due diligence on
a prospective investment, it will present its findings to the
Non-Executive Directors for the full Board's review. The
Non-Executive Directors will in turn provide comments and
recommendations to the Board as to whether the Company should
pursue the prospective investment.
7. General Meeting
Set out at the end of this Document is a Notice of General
Meeting, convening at The Broadgate Tower, 20 Primrose Street,
London, EC2A 2EW on 11 April 2023 at 10 a.m., at which the
following resolutions will be proposed:
Special business at the General Meeting
Resolution 1 is a special resolution seeking Shareholder
approval for the Disposal of the Assets of Apollon, other than
cash, cash equivalents, and receivables.
Resolution 2 is a special resolution seeking Shareholder
approval for the change in investment strategy.
A Form of Proxy for use at the General Meeting is enclosed.
Please complete and sign the Form of Proxy and return it to the
Company's Registrars so as to arrive to Share Registrars Limited at
3 The Millennium Centre, Crosby Way, Farnham, GU9 7XX or by e-mail
to voting@shareregistrars.uk.com no later than 48 hours (excluding
non-working days) before the time fixed for the General
Meeting.
8. Board Recommendation
The Board considers that both of the Resolutions are in the best
interests of the Company and its Shareholders as a whole, and it
unanimously recommends to Shareholders that they should vote in
favour of each Resolution, as the Directors intend to do in respect
of their own Ordinary Shares, amounting to in aggregate 394,526,066
Ordinary Shares.
Yours faithfully
Stephen D. Barnhill, M.D.
Chief Executive Officer
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Publication of this Document 15 March 2023
Latest time and date for receipt of Forms 10:00 a.m. on
of Proxy in respect of the General Meeting 5 April 2023
Record Date for the General Meeting 10:00 a.m. on
5 April 2023
General Meeting 10:00 a.m. on
11 April 2023
Proposals become effective 12 April 2023
DEFINITIONS
"Act" the Companies Act, as amended;
"Apollon Jamaica" Apollon Formularies Jamaica Limited,
a private company registered in Jamaica
with company number 92237 whose registered
office is in Jamaica;
"Aquis Stock Exchange" Aquis Stock Exchange Limited;
AQSE Growth Market the multilateral trading facility operated
by Aquis Stock Exchange that is registered
as an SME Growth Market in accordance
with article 33 of MiFID;
"AQSE Growth Market Access the rules of the Access segment of the
Rulebook" AQSE Growth Market revised in December
2021, as revised or amended from time
to time;
"Articles" or "Articles the articles of association of the Company
of Association" from time to time;
"Assets" all tangible and intangible assets of
the Company, excluding any cash, cash
equivalents or receivables, to be disposed
of pursuant to the Disposal;
"Asset Purchase Agreement" the conditional asset purchase agreement
to be entered into between Global Hemp
Group Inc. and the Company in respect
of the Disposal, to be entered into
during the 60 days due diligence, and
will contain the terms and conditions
set out in the Letter of Intent;
"Board" or "Directors" the directors of the Company at the
date of this Document whose names are
set out on page 5 of this Document;
"Business" the business of Apollon, further details
described in paragraph 4 of the Chief
Executive Officer's letter;
"Circular" or "Document" this document and its contents;
"Company" or "Apollon" Apollon Formularies Plc, a public limited
liability company incorporated and registered
in the Isle of Man with company number
002845V and registered office address
at Quayside House, 6 Hope Street, Castletown,
Isle of Man, IM9 2AS;
"CLA" the Cannabis Licensing Authority of
Jamaica;
"Directors" the current directors as at the date
of this Document;
"Disposal" the proposed disposal of the assets
and licenses, further detailed in paragraph
4 of the Chief Executive Officer's letter;
"Issued Share Capital" the issued ordinary share capital of
the Company, as enlarged by the issue
of the Subscription Shares;
"Existing Shareholders" holders of Ordinary Shares at the time
of the General Meeting;
"FCA" the Financial Conduct Authority;
"Form of Proxy" the form of proxy accompanying the Circular
for use at the General Meeting;
"General Meeting" the General Meeting of Shareholders
to be held at 10:00 a.m. on 11 April
2023 at The Broadgate Tower, 20 Primrose
Street, London, EC2A 2EW ;
"Global Hemp Group" Global Hemp Group Inc., a company incorporated
in Canada with a registered address
at 106 - 1169 Mt. Seymour Road, North
Vancouver, BC V7H 2Y4;
"Investment Strategy" the investment strategy of the Company,
following the Disposal of the Business
as required by the AQSE Growth Market
Access Rulebook and as set out in this
Circular;
"Letter of Intent" or Binding letter of intent executed on
"LOI" 9 January 2023, for the disposal of
the Business, further details outlined
in paragraph 4 of the Chief Executive
Officer's letter;
"Licences" the medical cannabis licences granted
to Apollon Jamaica by the CLA;
"Medicinal Cannabis" the use of cannabis and its constituent
cannabinoids to treat disease or improve
symptoms such as pain, muscle spasticity,
nausea and other indications;
"MDA 1971" The Misuse of Drugs Act 1971;
"MDR 2001" The Misuse of Drugs Regulations 2001
(S.I. 2001/3998);
"MDDO 2001" The Misuse of Drugs (Designation) Order
2001;
"Ordinary Shares" the ordinary shares in the capital of
the Company of no par value each;
"Peterhouse" Peterhouse Capital Limited, a company
incorporated in England and Wales with
company number 02075091 (authorised
by the FCA with firm reference number
184761);
"POCA 2002" Proceeds of Crime Act 2002;
"Proposals" The proposals set out in this Circular,
whereby Shareholders are being asked
to consider and, if thought fit, approve;
(i) the Disposal, and (ii) the investment
strategy;
"Resolutions" the resolutions set out in the notice
of General Meeting contained within
the Circular;
"Shareholders" holders of Ordinary Shares in the Company
from time to time;
"Sterling" or "GBP" the lawful currency of the UK;
"UK Counsel" Legal counsel appropriately qualified
in England and Wales;
"UK" or "United Kingdom" the United Kingdom of Great Britain
and Northern Ireland;
"US" or "United States" the United States of America, its territories
and possessions, any states of the United
States of America and the District of
Columbia and all other areas subject
to its jurisdiction.
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