Ananda Developments Plc - Result of General Meeting
Announcement provided byAnanda Developments Plc · ANA
27 March 2023
ANANDA DEVELOPMENTS PLC
(“Ananda” or the “Company”)
Result of General Meeting, Completion of Acquisition of MRX Global Limited and Board Changes
Result of General Meeting
Ananda is pleased to announce that the resolutions required to approve the acquisition of the entire issued share capital of MRX Global Ltd (“MRX Global”) and its subsidiary, MRX Medical Ltd (“MRX”; “the “Acquisition”), were duly passed at the General Meeting of the Company held today.
Accordingly, the Acquisition has been completed and 673,840,000 ordinary shares of 0.2p each in the Company (“Ordinary Shares”) are being issued as consideration (“Consideration Shares”) to the vendors of MRX Global. In addition, Professor Clive Page and Jeremy Sturgess-Smith have today joined the Board of Ananda as a Non-executive Director and Executive Director respectively.
A schedule of the votes cast at the General Meeting is set out at the end of this announcement. Of the Ordinary Shares that voted at the General Meeting, 99.999 per cent voted in favour of all three resolutions.
Information about MRX
MRX has invented a proprietary method to formulate cannabis medicines, the first of which, MRX1, is to be used in two Phase II Randomised Controlled Trials (RCTs) to investigate the effectiveness of cannabidiol (CBD) in chemotherapy induced peripheral neuropathy (CIPN) and in patients with endometriosis. MRX’s cannabidiol formulations meet the requirements set out by the National Institute for Health and Care Excellence (NICE) for research into the effectiveness of CBD with no or trace tetrahydrocannabinol (THC). The clinical trials have received combined commitments of £1.55m in external grant funding and will be carried out by leading investigators at the University of
MRX1 and MRX2, MRX’s second formulation, will also be launched as unlicensed CBPM’s (Cannabis Based Products for Medicinal use) in the coming months, potentially generating near-term revenues for Ananda.
Commenting on the Acquisition, Melissa Sturgess, Chief Executive Officer of Ananda, said:
“We are entering a very exciting period for Ananda. Our focus is now on getting to commercial flower production, launching MRX’s medical cannabis oils and beginning the two Phase Two randomised controlled trials. Revenues are now in our sights. Evidence that meets the regulators’ requirements, and our goal of accessing NHS funding, are now also in our sights”.
The vendors of MRX Global include Charles Morgan, Chairman of Ananda, Melissa Sturgess, Chief Executive of Ananda, Dr Inbar Pomeranchik, a Non-executive Director of Ananda, Jeremy Sturgess-Smith, Chief Operating Officer of Ananda and Clive Page, a Non-executive Director of Ananda.
Following completion of the Acquisition and the issue of the Consideration Shares, the Directors of Ananda and their interests in the share capital of the Company will be as follows:
|Director||Number of Ordinary Shares||%|
*These Ordinary Shares are held by Anglia Salads Limited, of which Stuart Piccaver is a director and major shareholder.
Following the issue of the Consideration Shares, the issued ordinary share capital of the Company will comprise 2,734,125,229 Ordinary Shares (the “Enlarged Issued Share Capital”), and the Concert Party (as defined in the circular to Ananda shareholders dated 24 November 2022) will be interested in 1,591,703,161 Ordinary Shares in aggregate, representing 58.22 per cent of the Enlarged Issued Share Capital.
Charles Morgan and Melissa Sturgess (who are members of the Concert Party) are husband and wife and therefore regarded as a single shareholder for the purposes of the City Code on Takeovers and Mergers (the “Code”). Following the issue of the Consideration Shares, Charles Morgan and Melissa Sturgess will together be interested in 1,470,167,014 Ordinary Shares, representing 53.77 per cent of the Enlarged Issued Share Capital.
For so long as Charles Morgan and Melissa Sturgess together hold shares carrying more than 50 per cent of the Company’s voting share capital, they may, whether or not the Concert Party still exists, increase their interest in the Ordinary Shares in the Company without incurring any obligation under Rule 9 of the Code to make a general offer for the remaining shares.
For so long as the Concert Party holds shares carrying more than 50 per cent of the Company’s voting share capital and its members continue to be acting in concert, those members may increase their aggregate interests in the Ordinary Shares in the Company without incurring any obligation under Rule 9 of the Code to make a general offer for the remaining shares, although individual members of the Concert Party, other than Charles Morgan and Melissa Sturgess, will not be able to increase their percentage interest in the Ordinary Shares of the Company through, or between, a Rule 9 threshold without the consent of the Panel on Takeovers and Mergers.
Application for Admission
Application will be made for the Consideration Shares to be admitted to trading on the AQSE Growth Market and admission is expected to become effective on 31 March 2023.
The Consideration Shares will, on admission, rank pari passu in all respects with the Ordinary Shares in issue and will rank in full for all dividends and other distributions hereafter declared, paid or made on the ordinary share capital of the Company.
Total Voting Rights
Following the issue of the Consideration Shares, the Company’s issued share capital will comprise 2,734,125,229 Ordinary Shares.
The figure of 2,734,125,229 Ordinary Shares may be used by shareholders in the Company as the denominator for the calculations 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 Financial Conduct Authority’s Disclosure and Transparency Rules.
General Meeting Proxy Votes
The proxy votes received from shareholders on each resolution are set out below. The percentage in each case represents the votes cast as a percentage of the Ordinary Shares eligible to vote at the General Meeting, after certain shareholders with an interest in the Acquisition agreed not to cast any votes in respect of the Ordinary Shares held by them.
|Resolution||Votes for||%||Votes against||%||Votes total||Votes withheld*|
*A vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes "For" or "Against" any of the resolutions.
The Directors of the Company accept responsibility for the contents of this announcement.
|ANANDA DEVELOPMENTS PLC
Chief Executive Officer
|+44 (0)7463 686 497
|PETERHOUSE CAPITAL LIMTED
|+44 (0)20 7469 0930|
About Ananda Developments
Ananda is an AQSE-listed medical cannabis company creating
For more information, please visit: https://anandadevelopments.com
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.
|Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them.|
|1||Details of the person discharging managerial responsibilities / person closely associated|
|a)||Name||Charles Morgan||Melissa Sturgess||Jeremy Sturgess-Smith||Inbar Pomeranchik||Clive Page|
|2||Reason for the notification|
|a)||Position/status||Chairman||Chief Executive||Chief Operating Officer||Non-Executive Director||Non-Executive Director|
|b)||Initial notification /Amendment||
|3||Details of the issuer, emission allowance market participant, auction platform, auctioneer, or auction monitor|
|a)||Name||Ananda Developments plc|
|4||Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted|
|a)||Description of the financial instrument, type of instrument
Ordinary Shares of 0.2p each
ISIN: ISIN: GB00BDQPXQ60
|b)||Nature of the transaction||Vendor Consideration|
|c)||Price(s) and volume(s)||180,549,333 Ordinary Shares at 0.3p per share||199,957,333 Ordinary Shares at 0.3p per share||105,200,010 Ordinary Shares at 0.3p per share||26,666,667 Ordinary Shares at 0.3p per share||33,333,333 Ordinary Shares at 0.3p per share|
- Aggregated volume
|e)||Date of the transaction||27 March 2023|
|f)||Place of the transaction||Off market|
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