TIDMSOP
RNS Number : 1393J
Spinnaker Opportunities PLC
18 December 2020
18 December 2020
Spinnaker Opportunities plc
("Spinnaker" or the "Company")
Update on Proposed Medicinal Cannabis RTO
Further to the update on 21 September 2020, regarding the
proposed reverse take-over of medicinal cannabis company, Kanabo
Research Ltd ("Kanabo") (the "RTO" or the "Proposed Acquisition"),
Spinnaker is delighted to confirm that it has conditionally agreed
to acquire the entire issued share capital of Kanabo. The executed
Share Purchase Agreement ("SPA") is a restatement of the agreement
that was originally signed on 2 December 2019, updated for the
passage of time.
Spinnaker is also pleased to confirm that preparations for the
publication of a prospectus and admission of the enlarged group to
trading on the London Stock Exchange are now well advanced.
Under the above circumstances, the board of Spinnaker has agreed
to advance a further GBP100,000 to Kanabo to support business
development and working capital prior to admission.
The Share Purchase Agreement
Spinnaker has conditionally agreed to acquire the entire issued
share capital of Kanabo. The acquisition of Kanabo will be
satisfied by the issue and allotment of new ordinary shares in the
capital of the Company (the "Consideration Shares"), such
Consideration Shares to be issued at an agreed placing price, and
within certain agreed target valuation parameters. The placing
price will be determined following the completion of fundraising
activities being undertaken by the Company's brokers in connection
with the RTO.
Whilst the terms of the Proposed Acquisition have been agreed,
the acquisition remains subject to the satisfaction of certain
conditions, including inter alia:
-- The transaction will constitute a reverse takeover under the
Listing Rules and will be subject to approval by shareholders of
the Company at a general meeting
-- The Company having obtained a waiver from the Takeover Panel
under Rule 9 of the Takeover Code
-- The successful completion of fundraising activities to be
undertaken by way of a placing and direct subscriptions by new and
existing investors
-- Re-listing of the enlarged group on the London Stock Exchange
Accordingly, there is no certainty that the transaction will
proceed.
The Loan Facility Agreement
To provide additional working capital to support business
development, Spinnaker has agreed to advance a further GBP100,000
to Kanabo as a loan secured against the intellectual property and
other assets of Kanabo. This will bring total loan funding advanced
to Kanabo to GBP400,000.
The terms of the additional loan tranche are based on those of
the Loan Facility Agreement originally set out in the announcement
of 2 December 2019 and amended and restated as set out in the
announcement of 19 March 2020 to allow for loan funding up to an
aggregate amount of GBP400,000 (including this tranche). The term
of the loan is for a maximum of 18 months from date of advance,
with an interest rate of 6.0% per annum.
Since the loan advances come from internal Spinnaker funds, the
interest terms and security arrangements will fall away upon
completion of the RTO.
The full terms of the Proposed Acquisition are expected to be
set out in a prospectus which will be published as soon as
possible.
Andy Morrison, Chairman of Spinnaker, said:
"2020 has been a challenging year across the board and the
difficulties we have faced has made it all the more pleasing to see
the transaction now coming through. I am looking forward to working
closely with Kanabo as we progress."
Avihu Tamir, Founder and CEO of Kanabo Research Limited,
commented:
"The CBD Wellness industry in Europe received a huge fillip on
19 November 2020 with the European Court of Justice ruling CBD not
to be a narcotic substance, thereby facilitating the free trade of
CBD within the EU single market. We are delighted to be moving
forward with the transaction at a very promising time in the
evolution of the industry. The additional funds from Spinnaker will
enable us to hit the ground running with a range of products that
will improve the well-being of millions of people. We will keep our
shareholders updated with our progress."
For further information, please visit
http://www.spinnakeropportunities.uk/ or contact the following:
Peterhouse Capital Limited (Financial Adviser and Joint
Broker)
Tel: +44 (0)20 7469 0930
Lucy Williams / Guy Miller / Eran Zucker
SI Capital (Joint Broker)
Tel: +44 (0)1483 413 500 / +44 (0) 203 871 4038
Nick Emerson / Greg Mahoney
Blytheweigh (Financial PR)
Tel: +44 (0) 207 138 3553
Tim Blythe / Megan Ray
Notes to Editors
Kanabo is creating a new standard in the medical cannabis
industry to improve the well-being of millions around the world.
The Company will focus on the distribution of Cannabis-derived
products for medical patients, and THC-free CBD products for
consumers. Kanabo has conducted extensive research &
development at its research centre in Israel to develop
high-quality Cannabis extract formulas, innovative medical-grade
vaporisers, and various non-smoking consumption solutions, making
it easy and accessible for anyone in need of treatment.
Kanabo has also continued research & development activities
on a range of unlicensed Medical Cannabis Oils, which will be sold
alongside its medical-grade vaporisers. It is intended that
medicinal products will be sold as unlicensed medicines in the UK
and Germany.
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END
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