DJ Freyherr International Group PLC Statement re Distribution of Shares in the Company
RNS Number : 2851Y
Freyherr International Group PLC
08 September 2020
Freyherr International Group plc
Distribution of Shares in the Company
The Board of Freyherr International Group plc ("Freyherr International" or "the Company"), the medicinal cannabis group based in Slovenia, announce that by way of a confidential agreement entered into by Mr Luka Freyer, Mr Tomaz Frelih and certain other shareholders dated 5(th) July 2020 ("the Agreement"), Mr Freyer and Mr Frelih have agreed that they will distribute 5,002,717 (19.4% of the issued share capital of the Company) and 5,586,828 (21.7%) respectively pro-rata to the remaining shareholders in the Company for nil consideration ("the Distribution"). This transaction is in its effect the equivalent of Mr Freyer and Mr Frelih returning their shares to the Company for cancellation, however it is not possible for the Company to do this under the Companies Act as it does not currently have the requisite share capital or reserves.
Accordingly, the other shareholders of the Company (as at the close of business of 7(th) September) are to be gifted further shares which will result in each holding in the Companys issued share capital being increased by approximately 135%. Ms Tav?ar Benkovi? has agreed not to be included in the Distribution.
The City Code
The City Code on Takeovers and Mergers ("the Code") applies to the Company. Under Rule 9 of the Code, when a person or group of persons acting in concert is interested in shares carrying 30% or more of the voting rights in a company but does not hold shares carrying more than 50% of such voting rights, a mandatory offer obligation will arise if an interest in any other shares carrying voting rights is acquired from non-members of the group. When the person or group of persons acting in concert holds shares carrying over 50% of the voting rights in a company, no obligations normally arise from acquisitions by any member of the group, although individual members of a concert party cannot move through or between a Rule 9 threshold without Panel consent.
"Interests in shares" is defined broadly in the Code. A person who has long economic exposure, whether absolute or conditional, to changes in the price of shares will be treated as interested in those shares. A person who only has a short position in shares will not be treated as interested in those shares.
"Voting rights" for these purposes means all the voting rights attributable to the share capital of a company which are currently exercisable at a general meeting. Persons acting in concert (and concert parties) comprise persons who, pursuant to an agreement or understanding (whether formal or informal), co-operate to obtain or consolidate control of a company or to frustrate the successful outcome of an offer for a company. Certain categories of people are deemed under the Code to be acting in concert with each other unless the contrary is established.
For details regarding shareholders and other persons treated as acting in concert with respect to the Group for the purposes of Rule 9 of the Code, please refer to paragraph "Rule 9 disclosure" of this announcement below.
Rule 9 disclosure
Under the Code (which is described above), the following persons are treated as acting in concert; Beautiful Things Foundation, Mr Kovac, Ms Tavcar Benkovic, and Mr Erzen, their close family members and any person acting in concert with any of them ("the Concert Party"), being directors of the Company and/or signatories to the Agreement. The Concert Party will, following the Distribution, hold 52.43% of the issued share capital of the Company and will therefore control the Company as set out below.
Name Number of shares percentage Beautiful Things Foundation(1) 6,583,087 25.54% Ms Eva Tavcar Benkovi?(2) 3,594,928 13.94% Mr Boris Erzen(3) 2,383,017 9.24% Mr Massimo Rojac(4) 956,490 3.71% Tot al 52.43%
(1) Beautiful Things Foundations Founder is Mr Kovac and the holding includes 29,787 shares held by Mr Hocevar, a co-director of Mr Kovacs, who is treated as acting in concert with it or him.
(2) Ms Tavcar Benkovics holding includes 25,252 shares held by Mrs Tavcar, her mother.
(3) Mr. Erzens shareholding is held by Gedala Limited, incorporated in Cyprus, and its wholly-owned subsidiary Avemontis d.o.o., incorporated in Slovenia. Mr Erzen is the ultimate beneficial owner of Gedala Limited.
(4) Mr Rojac is included as a member of the Concert Party due to his inclusion in the Agreement. His shareholding is held by Olium d.o.o., a company of which he is the sole shareholder.
Given that the increase in the Concert Partys holding would arise as a result of a gift pro rata to all shareholders for nil consideration, the Panel has confirmed that, notwithstanding the provisions of Rule 9 of the Code, it would not require the Concert Party to make a mandatory offer as a consequence of its interest in the Ordinary Shares increasing as a result of the Agreement and the resultant Distribution.
Notification of Significant Shareholdings
Following the Distribution, the following persons will be beneficially interested in 3% or more of the Companys issued share capital:
Name Number of shares percentage Beautiful Things Foundation 6,553,300 25.42% Ms Eva Tavcar Benkovi? 3,535,353 13.71% Mr Marko Rogl 2,911,567 11.29% Mr Boris Erzen* 2,383,017 9.24% Mr Luka Freyer 2,320,515 9.00% Mr Tomaz Frelih 1,547,010 6.00% Mr Massimo Rojac** 956,490 3.71%
* Mr. Erzens shareholding is held by Gedala Limited, incorporated in Cyprus, and its wholly-owned subsidiary
Avemontis d.o.o., incorporated in Slovenia. Mr Er en is the ultimate beneficial owner of Gedala Limited .
** Mr Rojacs shareholding is held by Olium d.o.o., a company of which he is the sole shareholder.
The directors of the issuer accept responsibility for the contents of this announcement
For further information please contact:
FREYHERR INTERNATIONAL GROUP PLC Tony Burke Freyherr International Group plc No.1 London Bridge London SE1 9BG 020 7839 5081 CITY & MERCHANT LIMITED Corporate Advisor 0207 101 7676 David Papworth email@example.com Level 17 Dashwood House 69 Old Broad Street London EC2M 1QS
Note to Editors:
Freyherr International Group plc is the UK parent company of a group engaged in the production of medicinal cannabis, cannabis cultivation and the production of cannabis dosing and dispensing packaging. Operations are centred in Slovenia and the Group principally operates within the EU. The Group currently consists of 2 operating companies in Slovenia:
Freyherr Pharma d.o.o. is the analytics and pharmaceutical arm of the Group and holds an EU GMP certificate. It operates from its own certified building and manufactures CBD products for the Group and produces white label CBD products supplying them to various EU countries.
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