30 June 2021
4basebio UK
Societas
("4basebio" or the "Company")
Result of Annual
General Meeting
4basebio UK Societas (AIM: 4BB), the specialist life sciences
group focused on exploiting intellectual property in the field of
gene therapies and vaccines, announces that all of the resolutions
proposed at its Annual General Meeting held earlier today were duly
passed. A poll was held on each of the resolutions.
The resolutions passed include a resolution to approve the
conversion of the Company from a UK Societas into a public limited
liability company registered in England and Wales (“PLC”). The Company will proceed with
the requisite filings and update the market in due course.
The Company's issued share capital was 12,317,473 ordinary
shares of €1 each and the full results of the poll (which will also
be posted on the Company’s website) are detailed below:
|
Votes For |
% of votes cast For |
Votes Against |
% of votes cast Against |
Votes Total |
% of shares voted |
Votes withheld |
| Ordinary
Resolutions |
| 1. To
receive the Accounts for the year ended 31 December 2020 |
1,965,444 |
100% |
0 |
0.00% |
1,965,444 |
15.96% |
0 |
| 2. To
re-appoint Crowe U.K. LLP as auditors |
1,965,444 |
100% |
0 |
0.00% |
1,965,444 |
15.96% |
0 |
| 3. To
authorise the Directors to determine the remuneration of the
auditors |
1,965,444 |
100% |
0 |
0.00% |
1,965,444 |
15.96% |
0 |
| 4. To
re-elect Timothy Paul McCarthy as a Director |
1,965,444 |
100% |
0 |
0.00% |
1,965,444 |
15.96% |
0 |
| 5. To
re-elect Heikki Lanckriet as a Director |
1,965,444 |
100% |
0 |
0.00% |
1,965,444 |
15.96% |
0 |
| 6. To
re-elect David John Roth as a Director |
1,965,444 |
100% |
0 |
0.00% |
1,965,444 |
15.96% |
0 |
| 7. To
re-elect Hansjörg Plaggemars as a Director |
1,818,278 |
92.50% |
147,166 |
7.49% |
1,965,444 |
15.96% |
0 |
| 8. To
re-elect Pilar de la Huerta as a Director |
1,965,444 |
100% |
0 |
0.00% |
1,965,444 |
15.96% |
0 |
| 9. To
re-elect Joseph Manuel Fernández as a Director |
1,818,278 |
92.50% |
147,166 |
7.49% |
1,965,444 |
15.96% |
0 |
| 10. To authorise
the Directors to allot shares and to grant rights to subscribe for
or to convert any security into shares pursuant to section 551 of
the Companies Act 2006 and to allot equity securities by way of
rights issue |
1,965,444 |
100% |
0 |
0.00% |
1,965,444 |
15.96% |
0 |
| Special Resolutions |
| 11. To authorise
the Directors to allot equity securities pursuant to section 570 of
the Companies Act 2006 in connection with a rights issue and
general disapplication |
1,965,071 |
99.98% |
373 |
0.02% |
1,965,444 |
15.96% |
0 |
| 12. To authorise
the Directors to allot equity securities pursuant to section 570 of
the Companies Act 2006 in connection with an acquisition or other
capital investment |
1,818,014 |
92.50% |
147,430 |
7.50% |
1,965,444 |
15.96% |
0 |
| 13. To approve the
registration of the Company as a public limited company and to
adopt new articles of association with effect from the date of the
registration. |
1,965,444 |
100% |
0 |
0.00% |
1,965,444 |
15.96% |
0 |
NOTES:
1. The above is a summary of resolutions
passed; the full text of the resolutions can be found in the Notice
of Meeting.
2. The 'For' vote includes those giving
the Chairman discretion, if any.
3. A vote 'Withheld' is not a vote in
law and has not been counted in the calculation of the proportion
of votes 'For' or 'Against' a resolution.
4. Resolutions 1 to 10 were passed as
Ordinary Resolutions and resolutions 11 to 13 were passed as
Special Resolutions.
Immediately prior to commencement of the Annual General Meeting
(and therefore around 48 hours later than the published deadline
for submitting proxy votes), a very large number of further proxy
votes were received. It was determined that these votes,
having been received after the deadline for receiving proxy votes,
would not be considered at the Annual General Meeting.
However, given the magnitude of the additional votes received,
the Company considers it appropriate to inform the market and to
note that, had these votes been included in the poll, the results
would have been as follows:
|
Votes For |
% of votes cast For |
Votes Against |
% of votes cast Against |
Votes Total |
% of shares voted |
Votes withheld |
| Ordinary
Resolutions |
| 1. To
receive the Accounts for the year ended 31 December 2020 |
7,550,408 |
100% |
0 |
0.00% |
7,550,408 |
61.30% |
0 |
| 2. To
re-appoint Crowe U.K. LLP as auditors |
7,550,408 |
100% |
0 |
0.00% |
7,550,408 |
61.30% |
0 |
| 3. To
authorise the Directors to determine the remuneration of the
auditors |
7,550,408 |
100% |
0 |
0.00% |
7,550,408 |
61.30% |
0 |
| 4. To
re-elect Timothy Paul McCarthy as a Director |
7,550,408 |
100% |
0 |
0.00% |
7,550,408 |
61.30% |
0 |
| 5. To
re-elect Heikki Lanckriet as a Director |
6,391,637 |
100% |
0 |
0.00% |
6,391,637 |
51.89% |
1,158,771 |
| 6. To
re-elect David John Roth as a Director |
7,550,408 |
100% |
0 |
0.00% |
7,550,408 |
61.30% |
0 |
| 7. To
re-elect Hansjörg Plaggemars as a Director |
7,403,242 |
98.05% |
147,166 |
1.95% |
7,550,408 |
61.30% |
0 |
| 8. To
re-elect Pilar de la Huerta as a Director |
7,550,408 |
100% |
0 |
0.00% |
7,550,408 |
61.30% |
0 |
| 9. To
re-elect Joseph Manuel Fernández as a Director |
7,403,242 |
98.05% |
147,166 |
1.95% |
7,550,408 |
61.30% |
0 |
| 10. To authorise
the Directors to allot shares and to grant rights to subscribe for
or to convert any security into shares pursuant to section 551 of
the Companies Act 2006 and to allot equity securities by way of
rights issue |
7,550,408 |
100% |
0 |
0.00% |
7,550,408 |
61.30% |
0 |
| Special Resolutions |
| 11. To authorise
the Directors to allot equity securities pursuant to section 570 of
the Companies Act 2006 in connection with a rights issue and
general disapplication |
7,550,035 |
100% |
373 |
0.00% |
7,550,408 |
61.30% |
0 |
| 12. To authorise
the Directors to allot equity securities pursuant to section 570 of
the Companies Act 2006 in connection with an acquisition or other
capital investment |
7,402,978 |
98.05% |
147,430 |
1.95% |
7,550,408 |
61.30% |
0 |
| 13. To approve the
registration of the Company as a public limited company and to
adopt new articles of association with effect from the date of the
registration. |
7,550,408 |
100% |
0 |
0.00% |
7,550,408 |
61.30% |
0 |
The Company will review the proxy submission process for future
General Meetings, with a view to streamlining the process where
possible.
The Company also wishes to again draw attention to the investor
meeting being held tomorrow, 1 July
2021, through the Investor Meet Company platform at
10.00am. Investors can sign up to
Investor Meet Company for free and register interest here:
https://www.investormeetcompany.com/4basebio-uk-societas/register-investor
This announcement contains inside
information for the purposes of the UK Market Abuse Regulation.
For further enquiries, please
contact:
| 4basebio UK
Societas |
+44 (0)12 2396
7943 |
| Heikki Lanckriet,
CEO |
|
|
+44 (0)20 7213
0880 |
| Cairn Financial
Advisers LLP (Nominated Adviser) |
|
| Jo Turner / Sandy
Jamieson |
|
|
|
| finnCap Ltd
(Broker) |
|
| Geoff Nash/Richard
Chambers/Charlotte Sutcliffe |
+44 (0)20 7220
0500 |
|
|
| Walbrook PR |
+44 (0)20 7933
8780 |
| Anna Dunphy / Paul McManus |
Mob: +44
(0)7876 441 001 / +44 (0)7980 541 893 |
|
|
|
Notes to Editors
4basebio (AIM: 4BB) is a specialist life sciences group focused
on therapeutic DNA for gene therapies and DNA vaccines and
providing solutions for effective and safe delivery of these DNA
based products to patients. It is the intention of the Company to
become a market leader in the manufacture and supply of high
purity, synthetic DNA for research, therapeutic and pharmacological
use. The immediate objectives of 4bb are to validate and scale its
DNA synthesis and advance its collaborations to facilitate the
functional validation of its DNA based products and gene delivery
solutions.
The Company divested from 4basebio AG (“4bb AG”), a German
company listed on the Prime Standard segment of the Frankfurt Stock
Exchange, following the disposal by 4bb AG (then named Expedeon AG)
of its proteomics and immunology business to AIM-quoted Abcam plc
in January 2020 for €120million.
Following the disposal, 4bb AG retained its genomics business which
owned and licensed certain intellectual property including its
proprietary, patent-protected technology, TruePrime™. This is the
foundation for building the Company’s synthetic DNA manufacturing
business which 4bb AG transferred to the Company along with funding
to continue the Company’s development and investment.