Love Hemp Group PLC - Request to requisition General Meeting
RNS Number : 7662D
Love Hemp Group PLC
04 March 2022
 

4 March 2022

Love Hemp Group PLC

("Love Hemp", or the "Company")

 

Request to requisition General Meeting

 

Love Hemp Group PLC (AQSE: LIFE) (OTCQB: WRHLF), the brand-led consumer goods company focused on CBD health and wellness solutions, announces that, on 11 February 2022, it received a letter from Pershing Nominees Limited (the "Letter"), legal owner of 79,505,999 share representing over 5% of the total paid-up capital of the Company.

The Letter requests the Company to convene a general meeting of the Company's shareholders pursuant to section 303 of the Companies Act 2006 (the "Act") to consider and, if thought fit, propose the following resolutions (together, the "Resolutions"):

1.   THAT Andrew Male be removed from office as Chairman of the Company with immediate effect pursuant to section 168 of the Act;

2.   THAT salaries of all directors and any board members be reduced by 75% and benchmarked against similar companies to the Company;

3.   THAT a strategic review of the Company be undertaken and that the Company to be put up for sale or a search is launched for a strategic partner;

4.   THAT a review of recent financial history of the Company be conducted to determine use of capital of the Company to ensure that it has been used correctly and: (i) that transactions and contracts that the Company has entered, have been at arm's length and for value, with all conflicts of interest properly declared; (ii) that all salaries and payments relating to the Board, related companies and family members are fully disclosed; and (iii) that all expenses are justified; and

5.   THAT the Company be operated such that it becomes self-sufficient based on its current income. All marketing spend to be halted.

A copy of the Letter is included as an appendix to this release. To view click on the following link:

http://www.rns-pdf.londonstockexchange.com/rns/7662D_1-2022-3-4.pdf

The board of directors (the "Board") regrets that this action has been taken at a time when the Company has just announced completion of a successful £2.0 million fundraising on 8 February 2022 and is currently working on the proposed listing on the Main Market of the London Stock Exchange Plc.

The Board unanimously recommends that Shareholders VOTE AGAINST all of the Resolutions for the reasons set out below.

Resolution 1 - The current Board composition allows for the continued building of a robust and successful Company that creates significant value for the benefit of all Shareholders. Andrew Male has demonstrated his value to the Company and was re-elected as a director by Shareholders at the recent annual general meeting of the Company held on 31 December 2021, with 74% of shareholders voting in favour of Andrew Male being reappointed as a director.

Resolution 2 - As recently as 4 February 2022, both Andrew Male and Tony Calamita elected to accept their remuneration in ordinary shares of the Company until 30 June 2022, or until such time as the Board determines appropriate.

Resolution 3 - The Board, alongside the day-to-day development of the Company and its brand, is focusing its efforts on listing the Company on the Main Market. The Directors believe that the Company, being a company with the largest reported revenue in the last financial year amongst its competitors, is a company that many others in the industry look to as a potential acquirer and not one to be acquired.

Resolution 4 - If this Resolution was to be passed, an independent forensic investigation would create a significant distraction for the Company and impair its ability to deliver on operations and plan its strategic development (including potential delays to the Company's proposed listing on the Main Market). The Company's accounts are already audited each year by an independent, reputable and well-recognised audit firm.

Resolution 5 - The Company had already commenced a strategic objective of establishing and demonstrating a move to becoming cash-flow positive, working with the marketing investments and realising the opportunities the Company had secured as a result of its initiatives.

The Board, therefore, announces that the Notice of a General Meeting and Form of Proxy were posted to shareholders on today's date and will be available in Investors section of the Company's website at https://www.worldhighlife.uk/investor-relations/documents/.

The general meeting will be held at 11:00 am on 1 April 2022 at Hill Dickinson LLP, The Broadgate Tower, 20 Primrose Street, London, EC2A 2EW.

The result of the general meeting will be announced after its conclusion and published on the Company's website.

-ENDS-

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS STIPULATED UNDER THE UK VERSION OF THE MARKET ABUSE REGULATION NO 596/2014 WHICH IS PART OF ENGLISH LAW BY VIRTUE OF THE EUROPEAN (WITHDRAWAL) ACT 2018, AS AMENDED.  ON PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INFORMATION IS CONSIDERED TO BE IN THE PUBLIC DOMAIN.

 For further information please visit:  www.lovehempgroup.com  or contact: 

 

Love Hemp Group

Andrew Male
Chairman & Director

+44 (0) 7926 397 675

andrew.male@lovehempgroup.com

 

Financial Advisor

Rupert Fane/Nilesh Patel

H&P Advisory Limited

+44 (0) 20 7907 8500

rf@hannam.partners/nilesh@hannam.partners

 

AQSE Corporate Adviser

Mark Anwyl

Peterhouse Capital Limited

+44 (0) 20 7469 0930

ma@peterhousecap.com

 

Financial PR

Tim Blythe / Alice McLaren

BlytheRay

+44 (0) 207 138 3204

lovehemp@blytheray.com

About Love Hemp Group

Love Hemp Group is a brand-led consumer goods company focussed on health and wellness solutions for consumer use cases including sleep, pain, anxiety, stress and recovery. The Company is a pioneer in the UK-based premium high-quality CBD market, with over 40 products including oils, edibles, sprays, cosmetics and topicals. The Company's range of products are sold online across 70 websites and in over 2,000 stores including some of the biggest retailers in the UK, such as Holland & Barrett, Boots and Ocado. Listed on the Aquis Stock Exchange (AQSE: LIFE) the Company recently changed its name to Love Hemp Group plc, from World High Life, to better reflect its focus on supporting the "best in class" CBD brand as it embarks on a wider expansion of its core business and offering.

Market Abuse Regulation (MAR) Disclosure

The information contained within this announcement is deemed by the Company to constitute inside information. Upon the publication of this announcement via a Regulatory Information Service, this inside information is now considered to be in the public domain.

 

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