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 Edinburgh.
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”.
Directors’ Interests
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 |
% |
Charles Morgan |
1,084,415,229 |
39.66 |
Melissa Sturgess |
385,751,785 |
14.11 |
Stuart Piccaver* |
350,000,000 |
12.80 |
Jeremy
Sturgess-Smith |
106,900,010 |
3.91 |
Inbar Pomeranchik |
26,666,667 |
0.97 |
John Treacy |
- |
- |
Clive Page |
33,333,333 |
1.22 |
*These Ordinary Shares are held by
Anglia Salads Limited, of which Stuart Piccaver is a director and
major shareholder.
Concert Party
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* |
Resolution 1 |
495,955,807 |
99.999 |
6,398 |
0.001 |
495,962,205 |
0 |
Resolution 2 |
495,955,467 |
99.999 |
6,738 |
0.001 |
495,962,205 |
0 |
Resolution 3 |
495,955,467 |
99.999 |
6,738 |
0.001 |
495,962,205 |
0 |
*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.
-Ends-
The Directors of the Company accept responsibility for the
contents of this announcement.
ANANDA DEVELOPMENTS
PLC
Chief Executive Officer
Melissa Sturgess
Investor Relations
Jeremy Sturgess-Smith |
+44 (0)7463 686
497
ir@anandadevelopments.com |
PETERHOUSE CAPITAL
LIMTED
Corporate Finance
Mark Anwyl
Corporate Broking
Lucy Williams
Duncan Vasey |
+44 (0)20 7469
0930 |
About Ananda Developments
Ananda is an AQSE-listed medical cannabis company creating
UK-based operations to grow and provide carbon zero, consistent,
medical cannabis for the UK and international markets.
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 |
Initial |
3 |
Details of the
issuer, emission allowance market participant, auction platform,
auctioneer, or auction monitor |
a) |
Name |
Ananda
Developments plc |
b) |
LEI |
894500DFM8VOC5FW4X47 |
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
Identification code |
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 |
d) |
Aggregated
information
- Aggregated volume
- Price |
n/a |
e) |
Date of the transaction |
27 March
2023 |
f) |
Place of the transaction |
Off
market |