TIDMBPCR
RNS Number : 6172N
BioPharma Credit PLC
30 September 2021
LEI: 213800AV55PYXAS7SY24
30 September 2021
BIOPHARMA CREDIT PLC
(THE "COMPANY")
RESULT OF GENERAL MEETING (INCLUDING CONTINUATION RESOLUTION)
AND INTENTION TO PROCEED WITH MIGRATION TO PREMIUM SEGMENT
As announced on 10 September 2021, BioPharma Credit plc (the
"Company" or "BioPharma Credit") had convened a general meeting
(the "General Meeting") to approve resolutions (the "Resolutions")
in connection with:
-- the Company's intention to apply for admission of its
Ordinary Shares to listing on the Premium Segment of the Official
List of the Financial Conduct Authority and the transfer of the
admission to trading of the Ordinary Shares from the Specialist
Fund Segment to the Premium Segment of London Stock Exchange plc's
Main Market ("Admission");
-- the proposed cancellation of the admission of the Ordinary
Shares to listing and trading on the Official List of The
International Stock Exchange Authority ("TISEA") on or shortly
after, and conditional upon, Admission;
-- the proposed amendments to the Company's articles of association; and
-- the Continuation Resolution.
The Company is pleased to announce that, at the General Meeting
held earlier today, all Resolutions put forward were passed by way
of a poll. The text of the Resolutions and the votes cast are
detailed at the end of this announcement.
Accordingly, the Company intends to apply for Admission of all
of its issued shares, being 1,373,932,067 Ordinary Shares. A
further announcement will be made in due course once Admission is
effective. Shareholders do not need to take any action with respect
to their Ordinary Shares (whether held in certificated or
uncertificated form) in connection with Admission. The Company's
ISIN and LEI will remain the same.
The Company also intends to introduce a new quote in GBP, which
will have its own ticker and SEDOL. Further details will be
announced in due course, but in any event the existing USD quote
will remain.
For the purposes of this announcement, unless otherwise defined,
capitalised words and phrases shall have the meaning given to them
in the circular published by the Company on 10 September 2021 (the
"Circular").
A copy of the results will be submitted to the National Storage
Mechanism and will be available for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism .
For Further Information
BioPharma Credit plc
Via Link Company Matters Limited
Company Secretary
+44 (0)1392 477 509
J.P. Morgan Cazenove
William Simmonds / Harry Randall (Corporate Finance)
+44 (0)20 7742 4000
Buchanan
David Rydell / Mark Court / Jamie Hooper / Henry Wilson
+44 (0)20 7466 5000
Biopharmacredit@buchanan.uk.com
About BioPharma Credit plc:
BioPharma Credit PLC is London's only listed specialist investor
in debt from the life sciences industry and joined the LSE on 27
March 2017. The Company seeks to provide long-term shareholder
returns, principally in the form of sustainable income
distributions from exposure to the life sciences industry. The
Company seeks to achieve this objective primarily through
investments in debt assets secured by royalties or other cash flows
derived from the sales of approved life sciences products.
Resolution 1
IT IS HEREBY RESOLVED THAT , conditional upon and with effect
from the date of admission of the ordinary shares in the capital of
the Company to trading on the premium segment of the main market of
the London Stock Exchange and to listing on the Official List of
the Financial Conduct Authority ("Admission"):
(A) if Resolution 3 is passed, the draft articles of association
produced to the General Meeting and, for the purposes of
identification, identified as Set A New Articles and initialled by
the Chairman, be and are hereby adopted as the articles of
association of the Company in substitution for, and to the
exclusion of, the Company's existing articles of association;
or
(B) if Resolution 3 is not passed, the draft articles of
association produced to the General Meeting and, for the purposes
of identification, identified as Set B New Articles and initialled
by the Chairman, be and are hereby adopted as the articles of
association of the Company in substitution for, and to the
exclusion of, the Company's existing articles of association.
For (including discretionary) 635,118,451 votes (99.9%)
Against 12,000 votes (0.01%)
Withheld* 36,658 votes
Resolution 2
IT IS HEREBY RESOLVED THAT , subject to the passing of
Resolution 1:
1. the Company be and is hereby authorised to implement the
Premium Admission Proposals described in the Circular; and
2. the Company be and is hereby authorised to apply for the
cancellation of the admission of the Ordinary Shares to listing and
trading on the Official List of TISEA, subject to Admission.
For (including discretionary) 635,118,451 votes (99.99%)
Against 12,000 votes (0.01%)
Withheld* 36,658 votes
Resolution 3
IT IS HEREBY RESOLVED THAT , subject to the passing of
Resolution 2, with immediate effect, the articles of association of
the Company be and are hereby amended by deleting Article 152(1)
and replacing it with the following new Article 152(1):
The directors shall, at any general meeting of the Company held
following the fourth anniversary of Admission (the "Initial
Continuation Meeting"), propose an ordinary resolution that the
Company continues its business as a closed-ended investment trust
(a "Continuation Resolution"), provided that such Continuation
Resolution is proposed no later than the first annual general
meeting of the Company held following the fifth anniversary of
Admission. If a Continuation Resolution is passed at the Initial
Continuation Meeting then the directors shall be required to
propose a further Continuation Resolution at any general meeting
held following the fourth anniversary of the Initial Continuation
Meeting (the "Second Continuation Meeting"), provided that such
Continuation Resolution is proposed no later than the first annual
general meeting of the Company held following the eighth
anniversary of Admission. If a Continuation Resolution is passed at
the Second Continuation Meeting, then the directors shall be
required to propose a further Continuation Resolution at any
general meeting held following every three years after the date of
the Second Continuation Meeting (the "Anniversary Date")
thereafter, the exact timing of such subsequent meeting to be
determined by the Directors at their sole discretion provided that
it is held no later than the first annual general meeting of the
Company held following the relevant Anniversary Date.
For (including discretionary) 635,118,451 votes (99.99%)
Against 12,000 votes (0.01%)
Withheld* 36,658 votes
Resolution 4
IT IS HEREBY RESOLVED THAT , subject to the passing of
Resolution 3, pursuant to Article 152(1) of the Company's articles
of association, the continuation of the Company's business as a
closed-ended investment trust be and is hereby approved.
For (including discretionary) 635,130,451 votes (100%)
Against 0 votes (0%)
Withheld* 36,658 votes
*A vote withheld is not a vote in law and is therefore not
counted towards the proportion of votes "for" or "against" the
Resolution. Percentages are expressed as a proportion of total
votes cast (which does not include votes withheld)
Resolutions 2 and 4 were passed as ordinary resolutions and
Resolutions 1 and 3 were passed as special resolutions.
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END
ROMEBLFXFKLLBBE
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