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Voyager Life PLC - Posting of Circular and Notice of General Meeting


Announcement provided by

Voyager Life plc · VOY

02/03/2023 07:00

Voyager Life PLC - Posting of Circular and Notice of General Meeting
RNS Number : 5946R
Voyager Life PLC
02 March 2023
 

 

2 March 2023

 

Voyager Life plc

 

("Voyager" or the "Company") 

 

Posting of Circular and Notice of General Meeting

 

Voyager, the health and wellness company manufacturing and supplying high-quality Cannabidiol (CBD), hemp seed oil and hemp-related products, is pleased to confirm that, further to the announcement of 16 December 2022, the shareholder circular (the "Circular") providing further details of the Director Subscriptions (defined below) and notice of General Meeting has been posted to shareholders today.

 

At the time of Voyager's acquisition of the CBD extraction and manufacturing facility in Poland from Goodbody Health Limited (the "Acquisition"), Nicholas ("Nick") Tulloch, Chief Executive Officer, and Eric Boyle, Non-Executive Chairman, irrevocably agreed to subscribe for £200,000 of New Ordinary Shares (the "Director Subscriptions"). The Director Subscriptions are at a price of 12 pence per New Ordinary Share with a warrant to subscribe for an additional Ordinary Share in the Company at an exercise price of 20 pence, being the same terms as the Fundraise announced at the time of the Acquisition.  The Concert Party have been granted a Rule 9 Waiver under the Takeover Code subject to shareholder approval at the forthcoming General Meeting of the Company. 

 

The Circular contains a Notice of General Meeting to be held at Voyager's offices at Tay House, Riverview Business Park, Friarton Road, Perth, Perthshire PH2 8DF on 20 March 2023 at 11.00 a.m. (the "General Meeting"). 

 

An extract of the Circular is set out below and a copy of the Circular, along with the Form of Proxy, will shortly be available from the Company's website (www.voyagerlife.uk).

 

Capitalised and defined terms used in this announcement have the meanings given to them in the Circular which are set out in Appendix 1 below.

 

ADMISSION AND FUNDRAISING STATISTICS

Issue Price per New Ordinary Share

 

12 pence

Number of Ordinary Shares in issue prior to the Subscription

 

12,152,912

Number of New Ordinary Shares being issued pursuant to the Subscription

 

1,666,666

Number of Ordinary Shares in issue on Admission

 

13,819,578

Percentage of the Enlarged Share Capital subject to the Subscription

 

12.1 per cent.

Number of Warrants (including the Broker Warrants) to be in issue following Admission

 

4,627,423

Number of Options to be issued following Admission

 

1,622,818

Estimated gross proceeds of the Subscription

 

£200,000

AQSE Symbol

 

VOY

SEDOL

 

BLD3FF2

ISIN

 

GB00BLD3FF28

LEI

 

2138100XIUQ3AHRZ6UF89

 

EXPECTED TIMETABLE OF PRINCIPAL EVENTS


2023

 

Publication and despatch of the document

 

2 March

Latest date to return Forms of Proxy

 

11.00 a.m. on 16 March

General Meeting

 

11.00 a.m. on 20 March

Result of General Meeting announced via RIS

 

20 March

Expected date for Admission and commencement of dealings in New Ordinary Shares on AQSE

 

8.00 a.m. on 21 March

Crest accounts (where relevant) expected to be credited

 

21 March

Share certificates (where relevant) expected to be despatched no later than

 

28 March

Notes:

 

(1)  All of the above timings refer to London time unless otherwise stated.

 

(2)  The dates and timing of the events in the above timetable and in the rest of this Document are indicative only and may be subject to change.

 

(3)  If any of the above times or dates should change, the revised times and/or dates will be notified by an announcement through an RIS.

 

Introduction

 

On 16 December 2022, Voyager announced that it had, subject to certain approvals being granted by the authorities in Poland, acquired the CBD extraction and manufacturing facility of Goodbody for consideration of £1.5 million to create a vertically integrated pan-European group comprising:

·    a CBD extraction facility in Poland;

·    a manufacturing facility producing skincare, topicals and ingestible CBD products;

·    pan-European white label and private label supply of CBD products; and

·    a multi-channel distribution network including three of its own stores and around 150 online and third party outlets.

 

In connection with the Acquisition, the Company raised approximately £550,000, consisting of £348,000 from new investors and existing shareholders (the "Fundraise"), and £200,000 from Fetlar Capital Limited (a company controlled by Nick Tulloch, Chief Executive Officer and his spouse, Sarah Tulloch) and Eric Boyle, Non-executive Chairman, which are both subscribing for 833,333 Ordinary Shares each at a price of 12 pence per share (the "Subscription") and, in addition, £1.0 million of convertible loan notes. The Subscription is proposed to be on the same terms as the Fundraise.

 

For each new Ordinary Share issued pursuant to the Fundraise and Subscription, an investor will receive a Warrant allowing the holder to subscribe for an additional share in the Company at an exercise price of 20 pence per share, exercisable within two years and expiring on the second anniversary of the date of the General Meeting. In aggregate, 4,566,658 Warrants will be issued, subject to the passing of Resolution 1 at the General Meeting.

 

Furthermore, the Company announced that it had decided to simplify its Share Option Scheme in order to reduce ongoing administration costs while still incentivising employees. Accordingly, all options previously granted to Directors and employees will be surrendered. Under the revised scheme, the Company will grant 1,622,818 Options, equating to 11.7 per cent. of the Enlarged Share Capital, to certain Directors and employees with an exercise price of 20 pence per option. The Options vest over two years from the date of grant subject, inter alia, to continued employment and, once vested, expire on the tenth anniversary of the date of grant if not exercised. The Chief Executive Officer, Nick Tulloch, will be granted options over 921,304 new Ordinary Shares and the Non-executive Chairman, Eric Boyle, will be granted options over 460,652 new Ordinary Shares.

 

Under Rule 9 of the Code, on the issuance of the Subscription Shares and the exercise of the Warrants and Options (which would increase the interest of the Concert Party beyond 30 per cent. of the entire issued share capital of the Company) the Concert Party would normally be required to make a general offer to all Shareholders (other than to the members of the Concert Party) to acquire all of the Ordinary Shares not owned by the Concert Party. The Panel has agreed to waive this obligation subject to approval of the Independent Shareholders of the Rule 9 Waiver Resolution. Should Shareholder approval for the Resolutions not be obtained at the General Meeting, the Subscription will not proceed.

 

The purpose of the Document is to set out the background to, and the reasons for, the Acquisition and the Subscription and to provide details of the proposed Resolutions in relation to the Subscription. The Document explains why the Independent Directors consider the Subscription and the Rule 9 Waiver to be in the best interests of the Company and its Shareholders as a whole. It also recommends that all Shareholders vote in favour of Resolutions 2 - 3 to be proposed in the General Meeting, as the Directors intend to do so themselves in respect of their own beneficial holdings of Ordinary Shares and that the Independent Shareholders vote in favour of Resolution 1 to be proposed in the General Meeting. The members of the Concert Party are unable to vote their existing Ordinary Shares on the Rule 9 Waiver Resolution (Resolution 1).

 

Overview of the Acquisition

 

The Directors believe that the Acquisition is a good fit with Voyager's existing business with no overlap between the two operations. There are not expected to be any post-transaction redundancies or closure costs but certain cost savings are anticipated, for example as IT platforms and services are consolidated.  More importantly, the Directors expect to realise revenue synergies as the complementary businesses come together.

 

Following completion of the Acquisition (which is subject to regulatory approval being granted by the authorities in Poland), Voyager's operations will span the supply chain of CBD production from extraction through to retail sales.  Specifically the Company anticipates the following revenue streams:

 

(i)    sales of CBD isolate and distillate;

(ii)   manufacturing and sales of white label and private label topical, skincare and ingestible CBD products;

(iii)  cannabinoid testing;

(iv) trade sales of finished products; and

(v)  direct to retail sales through its own stores and online channels.

 

Control of the entire supply chain should reduce Voyager's costs for individual product lines.  With no margin conceded to external suppliers of extraction and manufacturing - as is typically the case elsewhere in the UK and European CBD industry - the Directors anticipate that Voyager will become more competitive, enabling it, potentially, to reduce retail pricing as well as offering its retail partners higher margins. The Directors believe that the ability to control production costs and to be more competitive is a significant advantage in this fast growing industry.

 

Significantly, Voyager's operations will, via the Polish extraction and manufacturing plant, be pan-European, giving the Company the ability to service customers in both the UK and European Union without the constraints of border controls and customs fees, both of which have been impediments in previous customer orders.

 

The Acquisition comprised an extraction and manufacturing facility in Bilcza, Poland.  Located on the outskirts of the city of Kielce, the majority of the facility was built in the last 2-3 years. It was bought in 2019 for approximately £14 million (C$24 million) by Stillcanna Inc. (a company which subsequently merged with Goodbody) and the Directors estimate that since its purchase, more than £3 million has been invested in the facility. It is ISO 22000 certified and is compliant in respect of Hazard Analysis and Critical Control Point ("HACCP"), Good Manufacturing Practice ("GMP") and Good Hygiene Practice ("GHP").  The land on which the facility is built is owned freehold and comprises its own electricity substation for security of energy supply.  There is also extensive unused square footage which will allow for additional manufacturing and testing capabilities to be established - specifically it is Voyager's plan to manufacture in Poland products that have already been formulated at the Company's premises in Scotland.  As well as CBD extraction from hemp, the facility in Bilcza could potentially be used for production of other plant-based products, such as essential oils and cold-pressed hemp seed oil.  It is also Voyager's intention to expand the facility's operations to include fulfilment for its European customers.

 

The historical financial performance of the Goodbody businesses that are subject to the Acquisition are shown below (together with Voyager's historical financial results for comparison):

 

Revenue (£'000)

2019

2020

2021

Olimax (Poland)1

271

341

720

Voyager2

-

-

178

Illustrative total

271

341

898

1Year to 31 December

2Year to 31 March 2022 (Voyager turnover £135,000 to 30 September 2022)

 

The combined assets subject to the Acquisition exceed £4 million (Voyager's total assets as at 30 September 2022 were £1.9 million).  The projected overheads of the Company following the Acquisition are not expected to exceed £1 million.  Following completion of the Acquisition, the Directors expect to realise some limited cost synergies in areas such as information technology and human resources, but the primary benefit of the Acquisition is anticipated by the Directors to be through revenue synergies, specifically cross-selling to white label customers, developing the sales function in Poland, which has been limited to date, and the enhancement of Voyager's product range, both in-store and online.

 

The consideration for the Acquisition was £1.5 million comprising £500,000 cash and £1 million loan notes. The Directors consider that this compares favourably to what they believe is a rebuild value of the Polish facility of around £5 million.  The loan notes are repayable at any time or otherwise convertible into 2.5 million Ordinary Shares. They carry an annual coupon of 7.5 per cent. with repayment or conversion by third anniversary of completion.  The coupon may be settled in Ordinary Shares at Voyager's election. 

 

During negotiations for the Acquisition, Voyager and Goodbody developed a strong working relationship. Voyager is now stocking Goodbody's blood diagnostic tests in its three stores and the two companies expect to continue to collaborate together on projects in the future.

 

The Subscription, Fundraise, Use of Proceeds and Admission

 

Conditional on approval of the Resolutions and subsequent to the Subscription, the Company will issue 1,666,666 New Ordinary Shares at the Issue Price. The Subscription will raise gross proceeds of £200,000 for the Company which will be applied towards general working capital purposes. The £500,000 cash consideration in relation to the Acquisition was settled in December 2022 from the Company's existing cash resources. The Independent Directors are of the view, as are the members of the Concert Party, that the Subscription will assist the Company in developing its long-term strategy to evolve into a vertically integrated and full-service company to the CBD industry, with the Acquisition being a significant step towards fulfilling this ambition, building on the development of the Company's VoyagerCann division to date.

 

The terms of the Subscription are the same as those for the Fundraise. Subject to Shareholder approval at the General Meeting, each investor in the Fundraise and each Subscriber is entitled to receive a Warrant allowing the holder to subscribe for an additional Ordinary Share at an exercise price of 20 pence for a period of two years, expiring on the second anniversary of the date of the General Meeting. Assuming approval of the Resolutions is obtained, Warrants will therefore be issued over 4,566,658 new Ordinary Shares pursuant to the Subscription and the Fundraise, and, in aggregate, 4,627,422 Warrants (including the Broker Warrants) will be in issue following Admission.

 

The Subscription, which is not being underwritten, is conditional, inter alia, upon Admission.

 

The Ordinary Shares issued pursuant to the Fundraise are eligible for Enterprise Investment Scheme (EIS) and Venture Capital Trust (VCT) purposes providing tax benefits to certain investor groups. The New Ordinary Shares will rank pari passu in all respects with the Ordinary Shares including the right to receive all dividends and other distributions declared, paid or made after the date of issue.

 

Upon completion of the Subscription, the Company's Enlarged Share Capital will comprise 13,819,578 Ordinary Shares carrying voting rights.  The figure of 13,819,578 Ordinary Shares may be used by Shareholders following Admission as the denominator for the calculations by which Shareholders may determine if they are required to notify their interests in, or a change in their interests in, the share capital of the Company under the FCA's Disclosure and Transparency Rules.

 

Interests in Ordinary Shares

 

Pursuant to the Subscription, Fetlar Capital Limited, a company controlled by Nick Tulloch, Chief Executive Officer and his spouse, Sarah Tulloch, and Eric Boyle, Non-executive Chairman, are subscribing for 833,333 Ordinary Shares each at a price of 12 pence per share and will each receive 833,333 Warrants to subscribe for new Ordinary Shares at a price of 20 pence per share. Following these purchases and on Admission, Fetlar, Nick Tulloch and Sarah Tulloch will be beneficially interested in 2,155,109 Ordinary Shares, representing 15.6 per cent. of the Enlarged Share Capital, and Eric Boyle, along with his spouse Susan Boyle and his adult children Laura and Marcus Boyle, will be beneficially interested in 1,754,141 Ordinary Shares, representing 12.7 per cent. of the Enlarged Share Capital.

 

On Admission, the Directors will, in aggregate, be interested, directly or indirectly, in 3,909,250 Ordinary Shares, representing approximately 28.3 per cent of the Enlarged Share Capital. In addition, the Directors will hold options in aggregate over 1,381,956 new Ordinary Shares in the Company and warrants in aggregate over 1,666,666 new Ordinary Shares in the Company on Admission.

 

Name

Number of Existing Shares held

New Ordinary Shares issued in connection with the Subscription

Warrants issued in connection with the Subscription

Resultant shareholding following Subscription

Percentage of Enlarged Share Capital

 Number of warrants to be held at admission of Subscription Shares

Number of options to be held at admission of Subscription Shares

Nick Tulloch1

472,000

-

-

472,000

3.4%

-

921,304

Sarah Tulloch1

234,000

-

-

234,000

1.7%

-

-

Fetlar Capital Limited2

615,776

833,333

833,333

1,449,109

10.5%

833,333

-

Eric Boyle3

800,000

833,333

833,333

1,633,333

11.8%

833,333

460,652

Susan Boyle3

40,000

-

-

40,000

0.3%

-

-

Laura Boyle3

40,000

-

-

40,000

0.3%

-

-

Marcus Boyle3

40,808

-

-

40,808

0.3%

-

-

 Total

2,242,584

1,666,666

1,666,666

3,909,250

28.3%

1,666,666

1,381,956

 

(1)      Sarah Tulloch is the spouse of Nick Tulloch, a director of the Company.

(2)      Fetlar Capital Limited is a company controlled by Nick Tulloch and Sarah Tulloch.

(3)      Susan Boyle is the spouse of Eric Boyle, a director of the Company. Laura Boyle and Marcus Boyle are the adult children of Eric and Susan Boyle.

 

Takeover Code and Rule 9 Waiver

 

The Takeover Code applies to the Company. Under Rule 9 of the Takeover Code, any person who acquires an interest (as defined in the Takeover Code) in shares which, taken together with shares in which that person or any person acting in concert with that person is interested carry 30 per cent. or more of the voting rights of a company which is subject to the Takeover Code, is normally required to make a general offer to all the remaining Shareholders to acquire their shares.

 

Similarly, when any person, together with persons acting in concert with that person, is interested in shares which, in the aggregate, carry not less than 30 per cent. of the voting rights of such company, but does not hold shares carrying more than 50 per cent. of the voting rights of the company, an offer will normally be required if any further interests in shares carrying voting rights are acquired by such person or any person acting in concert with that person.

 

An offer under Rule 9 must be in cash at the highest price paid by the person required to make the offer, or any person acting in concert with such person, for any interest in shares of the company during the 12 months prior to the announcement of the offer.

 

Shareholders should be aware that, under the Takeover Code, if a person (or group of persons acting in concert) holds shares carrying more than 50 per cent. of the company's voting rights, that person (or any person(s) acting in concert with him) will normally be entitled to increase its holding or voting rights without incurring any further obligations under Rule 9 to make a mandatory offer, although individual members of the concert party will not be able to increase their percentage shareholding through or between a Rule 9 threshold without Panel consent.

 

Persons acting in concert include persons who, pursuant to an agreement or understanding (whether formal or informal), co-operate to obtain or consolidate control of a company. At the time of the Company's admission to trading on AQSE, the Panel agreed that a concert party existed in relation to the Company, consisting of Nick Tulloch and Eric Boyle in addition to the individuals detailed in the table below. The Panel and the Company have agreed that Paul Mendell, Kerrie Krosky, Kyle Swingle, Barbara Swingle, Ryan Gehring and Daniel Swingle are no longer presumed to be acting in concert with the other members of the concert party identified at the time of the Company's admission to trading on AQSE. The Concert Party that the Panel has agreed now exists is detailed in the table below.

 

Immediately following Admission, Nick Tulloch and Eric Boyle, both directors of the Company, will beneficially be interested in 2,155,109 and 1,754,141 Ordinary Shares respectively, representing approximately 15.6 per cent. and 12.7 per cent. respectively of the Enlarged Share Capital. Accordingly, members of the Concert Party will be interested in, in aggregate, 3,909,250 Ordinary Shares, representing approximately 28.3 per cent. of the Enlarged Share Capital. In addition, following Admission, the Subscribers will be interested in, in aggregate, 1,666,666 Warrants as a result of their participation in the Subscription and, in aggregate, 1,381,956 Options under the Company's Share Option Scheme. Upon exercise of the Warrants and Options held by the Subscribers and assuming no other changes to the Company's issued share capital, the maximum interest in Ordinary Shares of the members of the Concert Party will be, in aggregate, 6,957,872 Ordinary Shares, representing 41.2 per cent. of the Company's fully diluted share capital, of which Nick Tulloch and Eric Boyle will be beneficially interested in 23.2 per cent. and 18.1 per cent. respectively.

 

A table showing the respective individual interests in shares of the members of the Concert Party on Admission and following the exercise of the Warrants and Options is set out below.

 






Maximum holding following exercise of Warrants and Options held by the members of the Concert Party and no other share issues

Name

Resultant shareholding following Subscription

Percentage of Enlarged Share Capital

 Number of warrants held on Admission

Number of options held on Admission

Maximum number of ordinary shares

Maximum % of issued Shares

Nick Tulloch1

472,000

3.4%

-

921,304

1,393,304

8.3%

Sarah Tulloch1

234,000

1.7%

-

-

234,000

1.4%

Fetlar Capital Limited2

1,449,109

10.5%

833,333

-

2,282,442

13.5%

Eric Boyle3

1,633,333

11.8%

833,333

460,652

2,927,318

17.4%

Susan Boyle3

40,000

0.3%

-

-

40,000

0.2%

Laura Boyle3

40,000

0.3%

-

-

40,000

0.2%

Marcus Boyle3

40,808

0.3%

-

-

40,808

0.2%

Total

3,909,250

28.3%

1,666,666

1,381,956

6,957,872

41.2%

 

(1)      Sarah Tulloch is the spouse of Nick Tulloch, a director of the Company.

(2)      Fetlar Capital Limited is a company controlled by Nick Tulloch and Sarah Tulloch.

(3)      Susan Boyle is the spouse of Eric Boyle, a director of the Company. Laura Boyle and Marcus Boyle are adult children of Eric and Susan Boyle.

 

Following Admission, the members of the Concert Party will be interested in shares carrying more than 30 per cent. of the voting rights of the Company but will not hold shares carrying more than 50 per cent. of the voting rights of the Company. For so long as they continue to be acting in concert, any increase in their aggregate interest in shares will be subject to the provisions of Rule 9. The exercise by the members of the Concert Party of the Warrants and options described above would normally trigger an obligation for an offer to be made under Rule 9. However, the Panel has agreed to waive this obligation such that there will be no requirement for an offer to be made in respect of the exercise of such Warrants or Options.

 

Whether or not the Rule 9 Waiver is approved, the Concert Party will not be restricted from making an offer for the Company.

 

The Panel has agreed, subject to the Rule 9 Waiver Resolution being passed on a poll of Independent Shareholders, to waive the requirement which might otherwise arise as a result of the members of the Concert Party's involvement in the Subscription, for the Subscribers to make a general offer to all Shareholders. Accordingly, Resolution 1 is being proposed at the General Meeting of the Company and will be taken on a poll. None of the members of the Concert Party are considered to be independent and will not be entitled to vote on this Resolution.

 

Information on and intentions of the Concert Party

               

Information on the Concert Party is set out in Part II of the Document.

 

The members of the Concert Party have confirmed that they have no intention of making any changes in relation to:

a)    the business of the Company (including its research and development functions);

b)    the continued employment of employees and management of the Company (including any material changes in conditions of employment or in the balance of the skills and functions of the employees and management);

c)    the strategic plans, including repercussions on employment, the locations of the Company's places of business including any headquarters;

d)    the deployment of the Company's fixed assets;

e)    the maintenance of the Company's existing trading facility on AQSE; or to

f)     employer contributions into the Company's pension schemes, the accrual of benefits for existing members and the admission of new members.

 

The Independent Directors and the members of the Concert Party are of the view that the Proposals will assist the Company in developing its long-term commercial and strategic plan of evolving into a vertically integrated and full-service company to the CBD industry, with the Acquisition being a significant step towards fulfilling this ambition, building on the development of the Company's VoyagerCann division to date and which the Independent Directors believe are all in the best interests of the Company.

 

The Independent Directors approve of the above statements of intentions of the members of the Concert Party with respect to the future operations of the business and the fact that no changes are proposed.

               

Resolutions proposed for consideration at the General Meeting

 

Resolutions 1 and 2 are proposed as ordinary resolutions, which means that to be passed, more than half the votes cast must be cast in favour of each resolution. Resolution 3 is proposed as a special resolution, which means that to be passed, at least three-quarters of the votes cast must be cast in favour of the resolution.

 

Resolution 1 - Waiver of obligations under Rule 9 of The Takeover Code

 

This resolution seeks approval of the Rule 9 Waiver granted by the Panel of the obligations that would otherwise arise on the members of the Concert Party, both individually and collectively, to make a general offer to Shareholders pursuant to Rule 9 of the Takeover Code as a result of the allotment and issuance to it of the 1,666,666 New Ordinary Shares pursuant to the Subscription, or the exercise of the Warrants or Options held by the members of the Concert Party, be and is hereby approved. Please note that only Independent Shareholders may vote on Resolution 1 and will be taken on a poll.

 

Resolution 2 - Authority to allot shares

 

This resolution seeks shareholder approval to grant the Directors the authority to allot shares in the Company, or to grant rights to subscribe for or convert any securities into shares in the Company ("Rights"), pursuant to section 551 of the Act (the "Section 551 authority"). The authority contained in the resolution will be limited to an aggregate nominal amount of £147,659.31. If approved, the Section 551 authority shall, unless renewed, revoked or varied by the Company, expire nine months from the date of the passing of this resolution or, if earlier, at the conclusion of the next annual general meeting of the Company. The exception to this is that the Directors may allot shares or grant Rights after the authority has expired in connection with an offer or agreement made or entered into before the authority expired.  This power is in addition to, and not in substitution for, all existing powers granted at the 2022 Annual General Meeting of the Company.

 

Resolution 3 - Disapplication of pre-emption rights

 

This resolution seeks shareholder approval to grant the Directors the power to allot equity securities (as defined by section 560 of the Act) or sell treasury shares of the Company pursuant to sections 570 and 573 of the Act (the "Section 570 and 573 power") without first offering them to existing shareholders in proportion to their existing shareholdings. The power is limited to allotments for cash in connection with pre-emptive offers, subject to any arrangements that the Directors consider appropriate to deal with fractions and overseas requirements, and otherwise pursuant to non-pre-emptive offers for cash up to a maximum nominal value of £147,659.31. If approved, the Section 570 and 573 power shall expire nine months from the date of the passing of this resolution or, if earlier, at the conclusion of the next annual general meeting of the Company. The exception to this is that the Directors may allot equity securities after the power has expired in connection with an offer or agreement made or entered into before the power expired.

 

In both cases, the power proposed to be granted by the Resolutions is in addition to, and not in substitution for, all existing powers granted at the 2022 Annual General Meeting of the Company.  Furthermore, the power proposed to be granted by the Resolutions is sufficient to address all matters contemplated by the Acquisition, namely the Subscription, the Warrants and the Convertible Loan Notes as well as the awards made under the Share Option Scheme.

 

Action to be taken

 

The Notice of General Meeting is set out at the end of the Circular.

 

A Form of Proxy for use at the General Meeting is enclosed with the Circular. If you wish to validly appoint a proxy, the Form of Proxy should be completed and signed in accordance with the instructions, and returned by post so as to be received by Share Registrars not later than 11.00 a.m. on 16 March 2023.

 

Recommendation

 

The Independent Directors, having been so advised by Cairn Financial Advisers LLP, which has provided competent independent advice to the Board on the Proposals, consider the maximum controlling position that the Proposals will create and the effect that the Proposals will have on Shareholders generally, to be fair and reasonable and in the best interests of the Company and the Independent Shareholders as a whole. In providing its advice to the Independent Directors, Cairn has taken account of the Independent Directors' commercial assessments.

 

Accordingly, the Independent Directors unanimously recommend that Independent Shareholders vote in favour of the Rule 9 Waiver Resolution to be proposed at the General Meeting. The members of the Concert Party are unable to vote their Existing Ordinary Shares on the Rule 9 Waiver Resolution. All Directors unanimously recommend that Shareholders vote in favour of Resolutions 2 to 3, as they intend to do so in respect of their own beneficial shareholdings.

 

The Concert Party as a whole is currently interested in an aggregate of 2,242,584 Ordinary Shares in the Company, representing 18.5 per cent. of the issued share capital and voting rights of the Company and its maximum controlling position (assuming the exercise of the existing options held by members of the Concert Party) is 24.2 per cent. The Concert Party's interest in shares would (assuming no other allotments of Ordinary Shares) increase to 3,909,250 Ordinary Shares in the Company, representing 28.3 per cent. of the issued share capital and voting rights of the Company as a consequence of the issue of Subscription Shares. Furthermore, the issue, in aggregate, of 1,381,956 Options and 1,666,666 Warrants to certain members of the Concert Party will result in the Concert Party, as a whole, having a maximum interest in 6,957,872 Ordinary Shares, representing 41.2 per cent. of the Company's fully diluted share capital. For so long as they continue to be acting in concert, any increase in their aggregate interest in Ordinary Shares will be subject to the provisions of Rule 9 of the Takeover Code. The Concert Party will not be precluded from making an offer for the entire issued share capital of the Company.

 

This announcement contains inside information for the purposes of the UK Market Abuse Regulation and the Directors of the Company are responsible for the release of this announcement.

 

ENDS

 

Enquiries:

Voyager

Nick Tulloch - nick@voyagerlife.uk / +44 (0) 1738 317 693

http://voyagerlife.uk

 

Cairn Financial Advisers LLP (AQSE Corporate Adviser)

Ludovico Lazzaretti or Liam Murray +44 (0) 20 7213 0880

 

Stanford Capital Partners LLP (Broker)

Patrick Claridge                 +44 (0) 203 3650 3650

Bob Pountney                   +44 (0) 203 3650 3651

John Howes                       +44 (0) 203 3650 3652

Notes to Editors:

 

About Voyager

Voyager was founded in 2020 and is based in Perth, Scotland.  The Company's primary objective is the formulation and supply of high quality CBD and hemp seed oil products although it also produces several other complementary products, the majority of which are manufactured from the hemp plant.  Its product categories include a pet range which has rapidly developed into one of the Company's best sellers.   The Company sells online, through third party stores and in its own stores which are located in St Andrews, Edinburgh and Dundee.  The Company has two principal retail brands: Voyager, focused on health & wellness, and Ascend Skincare, its beauty range.  Voyager products are currently available from Cornwall to Shetland in over 150 online and brick-and-mortar outlets. In December 2022, with the aim of expanding its manufacturing capability for EU markets, Voyager purchased a state-of-the-art CBD extraction and manufacturing facility in Poland.

 

The Company's philosophy of plant-based health and wellness is embodied in its mission statement and hashtag of "Choose you". With an experienced team and a product line created in line with the UK's regulatory regime, Voyager aims to become the trusted brand in this increasingly popular health and wellness space.

 

Through Voyager's bespoke skincare product creation and development division, voyagerCann, the Company also offers a full turnkey service to other CBD, skincare and cosmetics brands assisting them in developing and launching new products with manufacturing and distribution facilities in Scotland and Poland.

 

Website and social media links:

Voyager:

https://voyagercbd.com/

https://www.instagram.com/voyagercbd/

https://twitter.com/voyagercbd

https://www.linkedin.com/company/voyager-cbd/

https://www.facebook.com/voyagercbd/

 

voyagerCann:

https://voyagercann.com/

https://www.instagram.com/voyagercann/

https://twitter.com/voyagercann/

https://www.linkedin.com/company/voyagercann/

https://www.facebook.com/voyagercann/

 

Caution regarding forward looking statements

Certain statements in this announcement, are, or may be deemed to be, forward looking statements. Forward looking statements are identified by their use of terms and phrases such as ''believe'', ''could'', "should" ''envisage'', ''estimate'', ''intend'', ''may'', ''plan'', ''potentially'', "expect", ''will'' or the negative of those, variations or comparable expressions, including references to assumptions. These forward-looking statements are not based on historical facts but rather on the Directors' current expectations and assumptions regarding the Company's future growth, results of operations, performance, future capital and other expenditures (including the amount, nature and sources of funding thereof), competitive advantages, business prospects and opportunities. Such forward looking statements reflect the Directors' current beliefs and assumptions and are based on information currently available to the Directors.

 

Appendix 1

 

"Acquisition"

the conditional acquisition by the Company of Sativa Wellness Poland Sp. z.o.o. and Olimax NT Sp. z.o.o., subsidiaries of Goodbody, that combined provide CBD extraction and manufacturing at a facility in Bilcza, Poland, further details of which are set out in this Circular

"Act"

the Companies Act 2006, as amended from time to time

"Admission"

admission of the New Ordinary Shares to trading on the AQSE Growth Market and such admission becoming effective in accordance with the AQSE Exchange Rules

"AQSE"

Aquis Stock Exchange Limited, a UK-based stock market providing primary and secondary markets for equity and debt products and which is permissioned as a Recognised Investment Exchange

"AQSE Corporate Adviser Rules"

the AQSE Exchange Corporate Adviser Handbook published by AQSE

"AQSE Exchange Rules"

the AQSE Growth Market Access Rulebook, which set out the admission requirements and continuing obligations of companies seeking admission to, and whose shares are admitted to trading on, the Access segment of the AQSE Growth Market

"AQSE Growth Market"

the Access Segment of the AQSE Exchange Growth Market operated by AQSE

"Board"

the board of Directors of the Company

"Broker Warrants"

60,764 Warrants granted to Stanford under the terms of its appointment on 16 December 2022

"C$"

Canadian dollars

"Cairn"

Cairn Financial Advisers LLP, incorporated as a limited liability partnership registered in England with partnership number OC351689, the Company's AQSE Corporate Adviser and authorised and regulated by the FCA

"CBD"

cannabidiol, a phytocannabidiol found in the cannabis plant

"Certificated" or "in certificated form"

a share or other security which is not in uncertificated form (that is, not in CREST)

"Circular" or "Document"

this document dated 2 March 2023

"Convertible Loan Notes"

the convertible loan notes issued to Goodbody pursuant to the Acquisition which are convertible into 2.5 million Ordinary Shares and carry an annual coupon of 7.5 per cent.

"Company" or "Voyager"

Voyager Life plc, a company incorporated in Scotland with registered number SC680788

"Concert Party"

the individuals set out in paragraph 1 of Part II in this document

"CREST"

the relevant system (as defined in the CREST Regulations) for paperless settlement of share transfers and the holding of shares in uncertificated form which is administered by Euroclear UK & Ireland Limited

"CREST Regulations"

the Uncertificated Securities Regulations 2001 (SI 2001/3755) as amended

"Directors" or "Board"

Eric James Boyle, Nicholas ("Nick") George Selby Tulloch, Nikki Marie Cooper and Jillian ("Jill") Maree Overland

"EIS"

Enterprise Investment Scheme for the purposes of Part 5 of the Income Tax Act 2007

"EMI"

Enterprise Management Incentive, a tax-advantaged employee share option scheme designed for small and medium-sized companies

"Enlarged Share Capital"

the entire issued ordinary share capital of the Company immediately following Admission, being 13,819,578 Ordinary Shares comprising the Existing Ordinary Shares and the New Ordinary Shares

"Existing Ordinary Shares"

the 12,152,912 Ordinary Shares of £0.01 each in issue as at the date of this Document

"FCA"

the UK Financial Conduct Authority

"Fetlar"

Fetlar Capital Limited, a company under the control of Nick Tulloch and Sarah Tulloch, who serve as its director and company secretary respectively, and incorporated in Scotland with registered number SC564710 and registered address of Treetops, Barnhill, Perth, Perthshire PH2 7AT, Scotland

"Form of Proxy"

the form of proxy accompanying this Document for use at the General Meeting

"FSMA"

the Financial Services and Markets Act 2000, as amended

"Fundraise"

the subscription, announced by the Company on 16 December 2022, of 2,899,992 Ordinary Shares at a price of 12 pence per share, with an attached Warrant, raising approximately £348,000 in connection with the Acquisition

"General Meeting"

the general meeting of the Company to be held at 11:00 a.m. 20 March 2023 at Tay House, Riverview Business Park, Friarton Road, Perth, Perthshire PH2 8DF, notice of which is set out on page 31 of this Document

"Goodbody"

Goodbody Health Limited, a company incorporated in Guernsey with registered number 70962

"Independent Directors"

Nikki Marie Cooper and Jillian ("Jill") Maree Overland

"Independent Shareholders"

Shareholders entitled to vote on Resolution 1, being all Shareholders other than the Concert Party

"ISIN"

the International Securities Identification Number

"Issue Price"

12 pence per New Ordinary Share

"New Ordinary Shares"

the 1,666,666 new Ordinary Shares to be issued by the Company pursuant to the Subscription

"Notice of General Meeting"

the notice of General Meeting set out on page 31 of this Document

"Options"

the 1,622,818 share options the Company has issued to certain of its Directors and employees pursuant to the Share Option Scheme

"Ordinary Shares"

ordinary shares of £0.01 each in the capital of the Company

"Panel"

the Panel on Takeovers and Mergers

"Proposals"

the Resolutions, the Rule 9 Waiver, the issue of Options, the grant of Warrants and the Subscription as a whole

"Recognised Investment Exchange"

an investment exchange recognised by the FCA under the Financial Services and Markets Act 2000

"Registrar"

Share Registrars Limited, the Company's registrar

"Regulatory Information Service" or "RIS"

any channel recognised as a channel for the dissemination of information as defined in the glossary of terms in the AQSE Exchange Rules

"Resolutions"

resolutions 1 - 3 to be proposed at the General Meeting and as described in paragraph 7 of Part I of this Document

"Rule 9"

Rule 9 of the Takeover Code

"Rule 9 Waiver"

the waiver granted by the Panel, subject to approval of the Independent Shareholders, of the obligation of Rule 9 for the Concert Party to make a general offer for the issued Ordinary Shares of the Company not under its control, which would otherwise arise as a result of the Subscription and issue of the Warrants

"Rule 9 Waiver Resolution"

Resolution 1 at the General Meeting to be voted on by Independent Shareholders in relation to the Rule 9 Waiver

"SEDOL"

the Stock Exchange Daily Official List Identification Number

"Share Option Scheme"

the share option scheme adopted by the Company in 2021, with new awards granted on 16 December 2022

"Shareholders"

the holders of Ordinary Shares from time to time

"Stanford"

Stanford Capital Partners LLP, the Company's broker

"Subscribers"

Fetlar Capital Limited (a company controlled by Nick Tulloch and Sarah Tulloch), and Eric Boyle

"Subscription"

the conditional subscription for New Ordinary Shares at the Issue Price pursuant to and on the terms of certain agreements between the Company and the Subscribers

"Subscription Shares"

1,666,666 New Ordinary Shares to be issued pursuant to the Subscription at the Issue Price

"Takeover Code" or "Code"

the City Code on Takeovers and Mergers issued by the Panel

"UK" or "United Kingdom"

the United Kingdom of Great Britain and Northern Ireland

"uncertificated" or "in uncertificated form"

securities recorded on a register of securities maintained by Euroclear UK & Ireland Limited in accordance with the CREST Regulations as being in uncertificated form in CREST and title to which, by virtue of the CREST Regulations, may be transferred by means of CREST

"Warrants"

the 4,566,658 warrants to be granted at an exercise price of 20 pence per new Ordinary Share

 

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