TIDMOKYO
RNS Number : 1702X
OKYO Pharma Limited
26 April 2019
THIS ANNOUNCEMENT (INCLUDING THE APPICES HERETO) AND THE
INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE,
PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, OR INTO ANY JURISDICTION IN WHICH SUCH RELEASE,
PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT IS
FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER OR
AN INVITATION TO ACQUIRE OR DISPOSE OF ANY SECURITIES. YOUR
ATTENTION IS ALSO DRAWN TO THE IMPORTANT NOTICES AT THE OF THIS
ANNOUNCEMENT.
THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT IS DEEMED BY THE
COMPANY TO CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER THE EU
MARKET ABUSE REGULATION (596/2014). UPON PUBLICATION OF THE
ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INFORMATION
IS CONSIDERED TO BE IN THE PUBLIC DOMAIN.
26 April 2019
OKYO Pharma Limited
(Incorporated and registered in Guernsey with registered number
65220)
Subscription of 36,363,636 new Ordinary Shares at a price of 1.1
pence per share to raise gross proceeds of GBP400,000
Proposed Approval of Waiver of the obligations under Rule 9 of
the Takeover Code
and
Notice of General Meeting
OKYO Pharma Limited (LSE:OKYO) ("OKYO" or the "Company") today
announces that:
-- it has conditionally raised gross proceeds of GBP400,000 by
way of a cash Subscription by Panetta for 36,363,636 Subscription
Shares at the Subscription Price, such that Panetta will increase
its holding from 47.91 per cent. of the Existing Issued Share
Capital to 51.29 per cent. of the Enlarged Issued Share Capital
immediately following completion of the Subscription;
-- the Subscription Shares will represent approximately 6.94 per
cent. of the Existing Issued Share Capital and 6.48 per cent. of
the Enlarged Issued Share Capital. The Subscription Price of 1.1
pence represents a discount of approximately 12 per cent. to the
Closing Price of 1.25 pence per Ordinary Share and a premium of 10
per cent. to the closing bid price on 25 April 2019, being the last
trading day immediately preceding the date of the Subscription
Agreement. When issued, the Subscription Shares will be fully paid
and will rank pari passu in all respects with the Existing Ordinary
Shares, including the right to receive all dividends and other
distributions declared, made or paid after the date of issue;
-- the Subscription Shares are to be issued with New
Subscription Warrants attached on a one for one basis at an
exercise price of 1.35 pence each. The New Subscription Warrants
are exercisable at any time and for a period of 5 years from date
of issue. Accordingly 36,363,636 New Subscription Warrants will be
issued in connection with the Subscription;
-- it intends to use the net proceeds of the Subscription
towards (i) the completion of the IND-enabling studies in order for
the Company to make the IND submission for the Chemerin technology
by the first quarter of 2020, and (ii) the associated costs
relating to the estimated completion of the pre-clinical studies of
BAM-8 by the second quarter of 2019, which would provide a basis
for further IND enabling studies;
-- the Subscription is not being underwritten and is conditional
(amongst other things) upon the passing of a resolution to approve
a Waiver, which has been granted by the Takeover Panel, of certain
obligations that would otherwise arise on Panetta in connection
with the Subscription pursuant to Rule 9 of the Takeover Code.
Shareholder approval of the Whitewash Resolution will be sought at
a general meeting of the Company to be held at 10:00 a.m. on 20 May
2019 at the offices of Cooley (UK) LLP, Dashwood, 69 Old Broad
Street, London EC2M 1QS;
-- the Company's circular to Shareholders, which is expected to
be posted to Shareholders on the date of this announcement along
with a Form of Proxy to vote at a General Meeting expected to be
convened for 20 May 2019 (the "Circular");
-- applications will be made to the FCA and the London Stock
Exchange, respectively, for the Subscription Shares to be admitted
to Standard Listing and to trading on the Main Market. Subject to
certain conditions, it is expected that Admission will become
effective and that dealings in respect of such Subscription Shares
will commence at 8:00 a.m. on 21 May 2019; and
-- following the issue of the Subscription Shares, the Company's
issued share capital will consist of 560,471,919 Ordinary Shares,
with voting rights. This figure may be used by shareholders in the
Company as the denominator for the calculation by which they will
determine if they are required to notify their interest in, or a
change to their interest in, the share capital of the Company under
the FCA's DTRs. The Company does not hold any Ordinary Shares in
treasury.
About OKYO
OKYO is a UK biotechnology company that focuses on the discovery
and development of novel molecules to treat inflammatory eye
diseases and chronic pain. In addition to OKYO-0101, the Company is
also developing OKYO-0201 for ocular and chronic pain.
End
Enquiries:
OKYO Pharma Limited Willy Simon +44 (0)20 7382 8300
Andy Crossley
Stockdale Securities Limited Antonio Bossi
(Broker) David Coaten +44 (0)20 7601 6100
For further information, please visit the Company's website at
www.okyopharma.com.
IMPORTANT NOTICES
The person responsible for arranging for the release of this
announcement on behalf of the Company is Willy Simon, Executive
Chairman.
This announcement does not constitute an offer to sell or the
solicitation of an offer to buy the securities, nor shall there be
any sale of the securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to the registration or
qualification under the securities laws of such jurisdiction.
Stockdale, which is authorised and regulated in the United
Kingdom by the FCA, is acting as broker to the Company in
connection with the matters disclosed in the Circular and this
announcement and is not acting for any other person (including a
recipient of the Circular or this announcement) or otherwise
responsible to any person for providing the protections afforded to
clients of Stockdale or for advising any other person in respect of
any transaction, matter or arrangement referred to in the Circular
and this announcement. No representation or warranty, express or
implied, is made by Stockdale, for the accuracy of any information
or opinions contained in the Circular and this announcement or for
the omission of any material information, for which it is not
responsible.
The Circular and this announcement contains (or may contain)
certain "forward-looking statements" with respect to the Company
and certain of its goals and expectations relating to its future
financial condition and performance which involve a number of risks
and uncertainties. The forward-looking statements contained herein
include statements about the expected effects or potential outcomes
of the Waiver, the Whitewash Resolution, the Subscription, and
other statements other than in relation to historical facts. No
forward-looking statement is a guarantee of future performance and
actual results could differ materially from those contained in any
forward-looking statements. All statements, other than statements
of historical facts, contained in the Circular and this
announcement, including statements regarding the Company's future
financial position, business strategy and plans, business model and
approach and objectives of management for future operations, are
forward-looking statements. Generally, the forward-looking
statements in the Circular and this announcement use words such as
"aim", "anticipate", "target", "expect", "estimate", "plan",
"goal", "believe", "will", "may", "could", "should", "future",
"intend" "opportunity, "potential", "project", "seek" and other
words having a similar meaning.
By their nature, forward-looking statements involve risk and
uncertainty because they relate to future events and circumstances,
including, but not limited to, economic and business conditions,
the effects of changes in interest rates and foreign exchange
rates, changes in legislation, changes in consumer habits and other
factors outside the control of the Company, that may cause actual
results, performance or achievements to be materially different
from any results, performance or achievements expressed or implied
by such forward-looking statements.
All forward-looking statements contained in the Circular and
this announcement are based upon information available to the
Directors at the date of the Circular and this announcement and the
posting or receipt of the Circular and this announcement shall not
give rise to any implication that there has been no change in the
facts set forth herein since such date. Investors are urged to read
both the Circular and this announcement in their entirety carefully
before making an investment decision. The forward-looking
statements in the Circular and this announcement are based on the
relevant Directors' beliefs and assumptions and information only as
of the date of the Circular and this announcement, and the
forward-looking events discussed in the Circular and this
announcement might not occur. Therefore, investors should not place
any reliance on any forward-looking statements. Except as required
by the FCA, the Takeover Panel, the London Stock Exchange or
applicable law, the Company expressly disclaims any obligation or
undertaking to disseminate any updates or revisions to any
forward-looking statements contained herein to reflect any change
in the Company's expectations with regard thereto or any change in
events, conditions or circumstances on which any such statements
are based unless required to do so by applicable law.
APPIX 1
Expected timetable of principal events
Publication of the Circular and this announcement 26 April 2019
and posting of the Form of Proxy to Shareholders
Latest time and date for receipt of completed 10:00 a.m. on 16
Forms of Proxy to be valid at the General May 2019
Meeting
Record time and date for voting at General 6:30 p.m. on 16
Meeting May 2019
General Meeting 10:00 a.m. on 20
May 2019
Announcement of result of General Meeting 20 May 2019
Admission of Subscription Shares effective 8:00 a.m. on 21
May 2019
Notes:
1. Each of these times and dates are indicative only and are
subject to change. Dates set after the General Meeting assume that
the General Meeting is not adjourned and that the Whitewash
Resolution is passed. If any of these times and/or dates change,
the revised times and/or dates will be notified by the Company to
Shareholders by announcement through a Regulatory Information
Service (and posted on the Company's website).
2. Unless otherwise stated, all of the times in the Circular and
this announcement refer to London time.
3. Certain of the principal events in the above expected
timetable are conditional upon the passing of the Whitewash
Resolution.
Subscription statistics
Subscription Price per Subscription Share 1.1 pence
Number of Existing Ordinary Shares in issue
prior to the Subscription 524,108,283
Number of Subscription Shares 36,363,636
Number of New Subscription Warranties 36,363,636
Number of Ordinary Shares in issue following
the Subscription 560,471,919
Subscription Shares as a percentage of Enlarged
Issued Share Capital 6.48%
Gross proceeds of the Subscription GBP400,000
Estimated net proceeds of the Subscription Approximately GBP375,000
Market capitalisation of the Company at the Approximately GBP6,165,191
Subscription Price following the Subscription
Action to be taken
The action to be taken by Independent Shareholders in respect of
the General Meeting is set out on page 13 of the Circular. Whether
or not you intend to attend the General Meeting, you are urged to
complete the accompanying Form of Proxy and return it in accordance
with the instructions printed thereon as soon as possible, but in
any event so as to be received by post or, during normal business
hours only, by hand, by the Registrar, Computershare Investor
Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY by
no later than 10:00 a.m. on 16 May 2019. The completion and return
of a Form of Proxy will not prevent you from attending and voting
at the General Meeting in person should you wish to do so.
APPIX 2
EXTRACT FROM CIRCULAR
The following is an extract from the Circular. The following
information is subject to change. Capitalised terms in this
announcement are defined as set out at the end of this
announcement. References in this extract from the Circular to "this
document" are to the "Circular".
26 April 2019
To the holders of Ordinary Shares (and, for information purposes
only, to holders of options or warrants in respect of Ordinary
Shares)
Subscription of 36,363,636 new Ordinary Shares at a price of 1.1
pence per share to raise gross proceeds of GBP400,000
Proposed Approval of Waiver of the obligations under Rule 9 of
the Takeover Code
and
Notice of General Meeting
Dear Shareholder,
I am writing in connection with a proposed subscription to raise
gross proceeds of GBP400,000 in new equity capital by way of the
Subscription and to seek your approval of a Waiver of certain
obligations under the Takeover Code which would otherwise apply to
certain Shareholders, in respect of both the proposed Subscription
and pursuant to the future exercise of certain options that were
granted in 2018 (prior to the Company being subject to the Takeover
Code).
Introduction
The Company announced today that it had conditionally raised
gross proceeds of GBP400,000 by way of a cash Subscription by
Panetta for 36,363,636 Subscription Shares at the Subscription
Price, such that Panetta will increase its holding from 47.91 per
cent. of the Existing Issued Share Capital to 51.29 per cent. of
the Enlarged Issued Share Capital immediately following completion
of the Subscription.
Panetta is owned by a trust in which Gabriele Cerrone has a life
interest. Panetta and Mr Cerrone are also significant shareholders
in Tiziana Life Sciences plc (with aggregate interests of 47.05% of
the issued share capital of that company), a company whose shares
are admitted to trading on AIM with a market capitalisation of
approximately GBP103 million and of which Mr Cerrone is executive
Chairman and a major shareholder. Dr Kunwar Shailubhai is the chief
executive officer of Tiziana Life Sciences plc and Tiziano
Lazzaretti is the chief financial officer of Tiziana Life Sciences
plc. Due to these business relationships and associations, Panetta,
Mr Cerrone, Dr Kunwar Shailubhai and Mr Lazzaretti are considered
to be acting in concert and together they constitute the Panetta
Concert Party. Further information on the members of the Panetta
Concert Party are set out in Part IV of this document.
The Subscription Shares are to be issued with New Subscription
Warrants attached on a one for one basis at an exercise price of
1.35 pence each. The New Subscription Warrants are exercisable at
any time and for a period of 5 years from date of issue.
Accordingly 36,363,636 New Subscription Warrants will be issued in
connection with the Subscription. If the New Subscription Warrants
and Concert Party Options were to be exercised in full, this would
increase the Panetta Concert Party's holding to 55.56% (as further
detailed below). Absent a Waiver being passed on a poll at a
general meeting of Independent Shareholders at a general meeting,
this increase in the shareholding of the Panetta Concert Party
through a threshold provided for in Rule 9 of the Takeover Code
would trigger an obligation for the Panetta Concert Party to make a
mandatory general offer under Rule 9 to all Independent
Shareholders.
The Board currently has sufficient existing authorities to allot
shares and disapply pre-emption rights for the purposes of the
Subscription; such authorities were obtained at the Company's
Annual General Meeting held on 6 September 2018, and accordingly
the Board will not be seeking authorities from the Independent
Shareholders at the General Meeting.
Background to and reasons for the Waiver and the
Subscription
The Company intends to use the net proceeds of the Subscription
towards (i) the completion of the IND-enabling studies in order for
the Company to make the IND submission for the Chemerin technology
by the first quarter of 2020, and (ii) the associated costs
relating to the estimated completion of the pre-clinical studies of
BAM-8 by the second quarter of 2019, which would provide a basis
for further IND enabling studies.
The Subscription Shares will represent approximately 6.94 per
cent. of the Existing Issued Share Capital and 6.48 per cent. of
the Enlarged Issued Share Capital. The Subscription Price of 1.1
pence represents a discount of approximately 12 per cent. to the
Closing Price of 1.25 pence per Ordinary Share and a premium of 10
per cent. to the closing bid price on 25 April 2019, being the last
trading day immediately preceding the date of the Subscription
Agreement. When issued, the Subscription Shares will be fully paid
and will rank pari passu in all respects with the Existing Ordinary
Shares, including the right to receive all dividends and other
distributions declared, made or paid after the date of issue.
Applications will be made to the FCA and the London Stock Exchange,
respectively, for the Subscription Shares to be admitted to
Standard Listing and to trading on the Main Market. Subject to
certain conditions, it is expected that Admission will become
effective and that dealings in respect of such Subscription Shares
will commence at 8:00 a.m. on 21 May 2019.
Takeover Code
The issue of the Subscription Shares and/or any exercise of the
New Subscription Warrants and/or the Concert Party Options give
rise to certain considerations under the Takeover Code. Brief
details of the Takeover Panel, the Takeover Code and the
protections they afford are given below. The Board intend to take
this opportunity to seek Shareholder approval for a waiver of the
obligation to make a general offer which would otherwise arise
under Rule 9 of the Takeover Code in respect of the issue of the
Subscription Shares, any exercise of the New Subscription Warrants
and any exercise of the Concert Party Options.
The Takeover Code is issued and administered by the Takeover
Panel. The Takeover Code applies to all takeover and merger
transactions, however effected, where the offeree company is, inter
alia, a listed or unlisted public company resident in the United
Kingdom (and to certain categories of private limited
companies).
As formerly a British Virgin Islands company, the Company was
not historically subject to the Takeover Code and equivalent
shareholder protections were not contained in the Company's
constitution. Upon migration to Guernsey on 3 July 2018 and,
following admission to Standard Listing and to trading on the Main
Market, the Company became subject to the Takeover Code and
therefore Shareholders are now entitled to the protections afforded
by the Takeover Code.
Under Rule 9, any person who acquires an interest in shares,
whether by a series of transactions over a period of time or not,
which, taken together with any interest in shares held or acquired
by persons acting in concert (as defined in the Takeover Code) with
him, in aggregate carry 30 per cent. or more of the voting rights
of a company, that person is normally required by the Takeover
Panel to make a mandatory general offer to all of the remaining
shareholders to acquire their shares.
Rule 9 further provides that, inter alia, where any person who,
together with persons acting in concert with him or her, is
interested in shares which in aggregate carry not less than 30 per
cent. of the voting rights of such a company but does not hold
shares carrying more than 50 per cent. of such voting rights of a
company which is subject to the Takeover Code, and such person, or
any person or persons acting in concert with him or her, acquires
an additional interest in shares which increases the percentage of
shares carrying voting rights in which he or she is interested,
then such person is normally required to make a mandatory general
offer to all the holders of any class of equity share capital or
other class of transferable securities carrying voting rights of
that company to acquire the balance of their interests in the
company.
An offer under Rule 9 must be in cash or be accompanied by a
cash alternative and at the highest price paid by the person
required to make the offer, or any person acting in concert with
him, for any interest in shares of the company acquired during the
12 months prior to the announcement of the offer.
Rule 9 further provides, inter alia, that where any person who,
together with persons acting in concert with him, holds over 50 per
cent. of the voting rights of a company and acquires an interest in
shares which carry additional voting rights, then they will not
normally be required to make a mandatory general offer to the other
shareholders to acquire their shares. However, the Takeover Panel
may deem an obligation to make an offer to have arisen on the
acquisition by a single member of a concert party of an interest in
shares sufficient to increase his individual holding to 30 per
cent. or more of a company's voting rights or, if he already holds
more than 30 per cent. but less than 50 per cent. an acquisition
which increases his shareholdings in that company.
Under the Takeover Code, a concert party arises where persons
acting together pursuant to an agreement or understanding (whether
formal or informal), co-operate to obtain or consolidate control,
or to frustrate the successful outcome of an offer for a company,
subject to the Takeover Code. Control means an interest, or
interests, in shares carrying, in aggregate, 30 per cent. or more
of the voting rights of a company, irrespective of whether such
interest or interests give de facto control. The members of the
Concert Party are deemed to be acting in concert for the purposes
of the Takeover Code.
Waiver and Whitewash Resolution
Under Note 1 of the Notes on the Dispensations from Rule 9, when
the issue of new securities would otherwise result in an obligation
to make a mandatory general offer under Rule 9, the Takeover Panel
may grant a waiver of that obligation if, inter alia, the
shareholders of a company who are independent of the person who
would otherwise be required to make a mandatory general offer, and
any person acting in concert with him or her, pass an ordinary
resolution on a poll at a general meeting approving the proposals
giving rise to the obligation to make a mandatory general offer
under Rule 9 and the waiver of it by the Takeover Panel.
The Takeover Panel has agreed, subject to the passing of the
Whitewash Resolution by the Independent Shareholders on a poll at
the General Meeting, to waive the obligation of the Concert Party,
collectively and/or individually, to make a mandatory general offer
for the Ordinary Shares not already owned by it or persons
connected with it as would otherwise arise following completion of
(i) the issue and allotment of the Subscription Shares, or (ii) in
the event of the exercise of the Concert Party Options or (iii) any
exercise of the New Subscription Warrants. Accordingly, the
Independent Directors propose that the Independent Shareholders
waive the obligation on the Panetta Concert Party to make a
mandatory general offer under Rule 9, which would otherwise arise
in the event of (i) the issue and allotment of the Subscription
Shares, (ii) the exercise of the Concert Party Options; and (iii)
any exercise of the New Subscription Warrants.
To be passed, the Whitewash Resolution will require a simple
majority of the votes cast on a poll vote. As the Waiver must be
approved by the Independent Shareholders, the members of the
Panetta Concert Party are not able to vote on the Whitewash
Resolution. As at the Latest Practicable Date, Panetta, being a
member of the Concert Party, held a 47.91 per cent. interest in the
Existing Issued Share Capital.
You should note that if the Subscription completes, Panetta will
hold 51.29 per cent. of the voting rights of the Company (or 54.0
per cent. of the voting rights of the Company if Panetta exercised
the New Subscription Warrants in full and no other person
subscribed for any further shares or exercised any warrants or
options). In these circumstances, as long as the Panetta Concert
Party holds more than 50 per cent. of the voting rights of the
Company, individual members of the Panetta Concert Party will be
allowed to increase their holdings subject to Note 4 of Rule 9.1.
For so long as Panetta holds more than 50 per cent. of the voting
rights of the Company, Panetta may accordingly increase its
interest in shares without incurring any obligation under Rule 9 to
make a mandatory general offer, although other individual members
of the Panetta Concert Party (i.e. Dr Shailubhai and/or Mr
Lazzaretti) will not be able to increase their percentage interests
in shares through or between a Rule 9 threshold without Takeover
Panel consent. In the event that the Whitewash Resolution is
approved at the General Meeting, the Panetta Concert Party will not
be restricted from making an offer for the Company.
For the avoidance of doubt, the Waiver only applies in respect
of increases in shareholdings of the Concert Party resulting from
(i) the issue and allotment of the Subscription Shares, or (ii) the
exercise of the Concert Party Options, or (iii) the exercise of the
New Subscription Warrants.
Independent Advice
The Takeover Code requires the Independent Directors to obtain
competent independent advice regarding the merits of the
transaction which is the subject of the Whitewash Resolution, the
controlling position which it will create, and the effect which it
will have on the Shareholders generally.
Stockdale has provided formal advice to the Independent
Directors regarding the Waiver and the Subscription in providing
such advice, Stockdale has taken into account the Independent
Directors' commercial assessments.
Intentions of the Panetta Concert Party regarding the Company's
business
The members of the Panetta Concert Party support the strategic
goal and use of proceeds as described in this Part I, respectively.
The Panetta Concert Party believes that there will be mutual
benefit in the successful implementation of that strategy. Panetta
itself does not intend to be involved in the day-to-day management
or operation of the Company's business.
Pursuant to the Relationship Agreement, further details of which
are contained in this Part I, Panetta has given certain
undertakings to the Company to ensure that the Board and the
Company can operate on an independent basis.
Relationship Agreement
The Company entered into the Relationship Agreement with Panetta
on 6 July 2018. The purpose of the Relationship Agreement is to
ensure that the Company operates independently of Panetta. The
Relationship Agreement provides that all transactions and dealings
between the Company and Panetta take place on arm's length
commercial terms and shall be subject to the approval of the
independent Directors.
Conditional upon the approval of the Whitewash Resolution
Panetta has agreed that the Relationship Agreement will be amended
to provide that Panetta will not, whist it holds in excess of 29.9
per cent of the voting rights in the Company, subscribe for further
Ordinary Shares at a discount of greater than 10 per cent. to the
prevailing mid-market price in the event of any future fundraise
unless that fundraise is open (so far as is legally practicable) to
all other shareholders.
General Meeting
Set out at the end of this document is a notice convening the
General Meeting of the Company to be held at to be held at the
offices of Cooley (UK) LLP at Dashwood, 69 Old Broad Street, London
EC2M 1QS on 20 May 2019 at 10:00 a.m., at which the Whitewash
Resolution will be proposed. Please note that the summary and
explanation set out below is not the full text of the Whitewash
Resolution and Independent Shareholders should read the full text
of the Whitewash Resolution as set out in the Notice of General
Meeting before returning their Forms of Proxy.
The Subscription and the issue of the New Subscription Warrants
and Waiver will not proceed if the Whitewash Resolution is not
passed by the Independent Shareholders. The Whitewash Resolution
will be proposed as an ordinary resolution (to be taken on a poll
of the Independent Shareholders voting in person and by proxy) and
seeks the approval of the Independent Shareholders to waive the
obligation on the Panetta Concert Party which would otherwise arise
under Rule 9 as a result of (i) the issue and allotment of the
Subscription Shares, or (ii) the exercise of the Concert Party
Options, or (iii) any exercise of the New Subscription
Warrants.
Save in respect of the allotment and issue of the Subscription
Shares and the issue of the New Subscription Warrants, the grant of
options to employees under employee share plans or other similar
incentive arrangements and pursuant to any exercise of the Concert
Party Options and any other existing options in respect of Ordinary
Shares, the Board has no current intention to allot shares, or
rights to subscribe or convert into shares, in the capital of the
Company.
Actions to be taken
Whether or not you propose to attend the General Meeting in
person, you are urged to complete, sign and return your Form of
Proxy in accordance with the instructions printed thereon as soon
as possible, but in any event so as to be received, by post or,
during normal business hours only, by hand, by the Registrar,
Computershare Investor Services PLC, The Pavilions, Bridgwater
Road, Bristol BS99 6ZY by no later than 10:00 a.m. on 16 May 2019
(or, in the case of an adjournment of the 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)). If you are posting your completed Form of Proxy in
the UK, you may do so using the reply-paid card printed on the
reverse of the Form of Proxy.
Appointing a proxy in accordance with the instructions set out
above will enable your vote to be counted at the General Meeting in
the event of your absence.
The completion and return of the Form of Proxy will not prevent
you from attending and voting at the General Meeting, or any
adjournment thereof, in person should you wish to do so.
Recommendation
The Independent Directors, who have been so advised by Stockdale
consider the terms of the proposed Subscription, the exercise of
the Concert Party Options, and the Waiver, to be fair and
reasonable and in the best interests of Independent Shareholders
and of the Company as a whole. In providing its advice to the
Independent Directors, Stockdale has taken into account the
Independent Directors' commercial assessments.
Accordingly, the Independent Directors recommend that the
Independent Shareholders vote in favour of the Whitewash Resolution
at the General Meeting as they intend to do in respect of their
entire holdings which amount to interests in 307,100 Ordinary
Shares, representing approximately 0.06 per cent. of the Existing
Issued Share Capital.
Yours faithfully,
Willy Simon
Executive Chairman
Definitions
The following definitions apply throughout this document,
including the accompanying Form of Proxy, unless the context
requires otherwise:
"Admission" admission of the Subscription Shares to trading
on the Main Market
"AIM" AIM, a market operated by the London Stock
Exchange
"Board" or "Directors" directors of the Company whose names are
set out on page 7 of this document
"Business Day" a day not being a Saturday, Sunday or public
holiday in England on which clearing banks
are open for business in the City of London
"Closing Price" closing mid-market quotation of the Existing
Ordinary Shares, as derived from the Daily
Official List of the London Stock Exchange
"Concert Party the 17,500,000 share options to acquire the
Options" Ordinary Shares held by Dr. Kunwar Shailubhai
and Tiziano Lazzaretti who are members of
the Panetta Concert Party
"Companies Act" Companies Act 2006
"Company" OKYO Pharma Limited, a company registered
and incorporated in Guernsey
"CREST" paperless settlement system operated by Euroclear
enabling securities to be evidenced otherwise
then by certificates and transferred otherwise
then by written instruments
"Disclosure Guidance disclosure guidance and transparency rules
and Transparency made by the FCA under FSMA
Rules" or "DTRs"
"EU" European Union
"Euroclear" Euroclear UK & Ireland Limited
"Enlarged Issued Existing Ordinary Shares in issue as at the
Share Capital" Latest Practicable Date, plus the Subscription
Shares
"Existing Issued Existing Ordinary Shares in issue as at the
Share Capital" Latest Practicable Date
"Existing Ordinary 524,108,283 Ordinary Shares in issue as at
Shares" the Latest Practicable Date
"FCA" UK Financial Conduct Authority in its capacity
as the competent authority for the purposes
of Part VI of FSMA
"Form of Proxy" form of proxy for use by Shareholders in
connection with the General Meeting and accompanying
this document
"FSMA" Financial Services and Markets Act 2000
"General Meeting" general meeting of the Company to be held
at the offices of Cooley (UK) LLP, Dashwood,
69 Old Broad Street, London EC2M 1QS at 10:00
a.m. on 20 May 2019, or any adjournment thereof
"Group" Company and its subsidiaries and subsidiary
undertakings from time to time
"Independent Directors" the Directors, excluding Dr. Kunwar Shailubhai
who is unable to vote on the Whitewash Resolution
by virtue of being a member of the Panetta
Concert Party
"Independent Shareholders" existing Shareholders other than the members
of the Concert Party
"Latest Practicable 25 April 2019, the latest practicable date
Date" prior to the date of this document
"Listing Rules" listing rules made by the FCA under FSMA
"London Stock Exchange" London Stock Exchange plc
"Main Market" main market for listed securities of the
London Stock Exchange
"New Subscription means the 36,363,636 warrants to be issued
Warrants" to Panetta in connection with the Subscription,
the terms of which are summarised in Part
II of this document.
"Notice of General notice of the General Meeting set out at
Meeting" the end of this document
"Official List" Official List of the FCA
"Ordinary Shares" ordinary shares of no par value each in the
capital of the Company
"Panetta" Panetta Partners Limited
"Panetta Concert Concert party for the purposes of the Takeover
Party" Code, Panetta, Gabriele Cerrone, Dr. Kunwar
Shailubhai and Tiziano Lazzaretti
"Premium Listing" premium listing under Chapter 6 of the Listing
Rules
"Public Record" information which is in the public domain
and which includes, without limitation, all
information accessed on www.londonstockexchange.com
and all information available on Company's
website on www.okyopharma.com
"Registrar" Computershare Investor Services PLC, registrars
to the Company
"Relationship Agreement" relationship agreement between the Company
and Panetta dated 6 July 2018; he purpose
of the Relationship Agreement is to ensure
that the Company operates independently of
Panetta. The Relationship Agreement provides
that all transactions and dealings between
the Company and Panetta will take place on
arm's length commercial terms and shall be
subject to the approval of the Independent
Directors. Panetta agrees that the Board
shall comprise at least two Independent Directors
at all times and Panetta will not exercise
its voting rights to remove or replace any
independent Director. Panetta also undertakes
that it will not take any action which would
have the effect of preventing the Company
from complying with its obligations under
the Listing Rules or the DTRs nor propose
any Shareholder resolution that might be
intended to circumvent the proper application
of the Listing Rules
"Rule 9" Rule 9 of the Takeover Code
"Shareholders" holders of Existing Ordinary Shares
"Standard Listing" listing on the standard segment of the Official
List of the FCA under Chapter 14 of the Listing
Rules
"Stockdale" Stockdale Securities Limited, the Company's
broker
"Subscription" conditional subscription by Panetta of the
Subscription Shares pursuant to the terms
of the Subscription Agreement
"Subscription Agreement" letter agreement dated 26 April 2019 entered
into between the Subscriber and the Company
in respect of the Subscription
"Subscription Price" 1.15p per share being the price at which
the Subscription Shares are to be issued
and allotted pursuant to the Subscription,
being one pence per Subscription Share
"Subscription Shares" 36,363,636 new Ordinary Shares to be issued
by the Company to Panetta pursuant to the
Subscription
"Takeover Code" City Code on Takeovers and Mergers
"Takeover Panel" Panel on Takeovers and Mergers
"United States" United States of America
or "US"
"United Kingdom" United Kingdom of Great Britain and Northern
or "UK" Ireland
"Waiver" waiver granted by the Takeover Panel (subject
to the passing of the Whitewash Resolution)
in respect of any obligation of the Panetta
Concert Party (or any of its members) to
make a mandatory general offer pursuant to
Rule 9 as a result of (i) the issue and allotment
of the Subscription Shares; (ii) the exercise
of the Concert Party Options; or (iii) the
exercise of the New Subscription Warrants
"Whitewash Resolution" ordinary resolution of the Independent Shareholders
concerning the Waiver to be proposed and
held on a poll at the General Meeting and
the waiver of it by the Takeover Panel and
set out in the Notice of General Meeting
"GBP", "pounds UK pounds sterling, the lawful currency of
sterling", "penny" the United Kingdom
or "pence"
"$" or "US$" US dollars, the lawful currency of the United
States
References to a "company" in this document shall be construed so
as to include any company, corporation and/or other body corporate,
wherever and however incorporated or established. All references to
legislation in this document are to the legislation of England and
Wales unless the contrary is indicated. Any reference to any
provision of any legislation shall include any amendment,
modification, re-enactment or extension thereof. Words importing
the singular shall include the plural and vice versa, and words
importing the masculine gender shall include the feminine or
neutral gender.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
MSCCKPDKDBKBDQB
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