SalvaRx (AIM: SALV), the drug discovery and development company focused on cancer immunotherapy, is pleased to announce that at its Annual General Meeting held earlier today all resolutions set out in the Circular to shareholders dated 27 November 2018 (“the Circular”) were duly passed.
Disposal of interest in SalvaRx Limited
Accordingly, shareholders have approved the sale of the Company’s 94.2 per cent. interest in SalvaRx Limited to Portage Biotech Inc. (“Portage”) in accordance with the terms of the Sale Agreement for a consideration of US$67.5 million, to be satisfied by the issue of 757,943,784 new shares in Portage (the “Consideration Shares”) (the “Disposal”).
The Company has been informed that all resolutions proposed at the Annual and Special Meeting of Portage held earlier today were approved, including the terms of the acquisition of the whole of the issued share capital of SalvaRx Limited.
Shareholders have also approved the transfer of 660,593,556 Consideration Shares (the “Demerger Shares”) on a pro-rata basis to shareholders on the register on the Demerger Record Date (being 5.00 p.m. on 8 January 2019) (the “Demerger”).
It is expected that definitive shares certificates in respect of the Demerger Shares will be despatched on or around 15 January 2019 (except to US Persons subject to safe-keeping and custody arrangements) and that definitive share certificates to be issued to US Persons in respect of Demerger Shares will be despatched following the expiry of the Restricted Period on or around 8 July 2019. During the Restricted Period, all Demerger Shares are subject to the Applicable Restrictions set out in the Circular.
Option Redemption and New Options
Following completion of the Disposal, the Company has completed the purchase of options over 2,767,470 new Ordinary Shares (the “Option Redemption”) in consideration of the grant of new options over a total of 40,692,697 Consideration Shares (the “New Options”). The terms of the New Options are set out in the Circular.
Denham Eke has been appointed as Chief Financial Officer and as a Director of the Company. Denham Hervey Newall Eke (aged 67) is Managing Director of Burnbrae Group Limited, a private international asset management company. He began his career in stockbroking with Sheppards & Chase before moving into corporate planning for Hogg Robinson Plc, a major multinational insurance broker. He is a director of many years’ standing of both public and private companies involved in the financial services, property, mining, and manufacturing sectors. He is chairman of Webis Holdings Plc, chief executive officer of Manx Financial Group Plc, finance director of Port Erin Biopharma Investments Limited and a non-executive director of Billing Services Group Limited – all quoted on the AIM market. Mr Eke is also a non-executive director of Juvenescence Ltd., a leader in the development of therapies to slow, halt or potentially reverse aging. Additional information required to be disclosed in relation to Mr Eke pursuant to Schedule Two, paragraph (g) of the AIM Rules for Companies is set out in the Appendix.
Following the resignations of Dr Ian Walters, Kam Shah, Richard Armstrong and Colin Weinberg as directors of the Company with immediate effect from the conclusion of the AGM, the Board now comprises Jim Mellon (Non-executive Chairman), Dr. Greg Bailey (Non-executive Director) and Denham Eke (Chief Financial Officer). As a result, the Board has no independent directors. However, the Directors are in the advanced stages of recruiting an independent non-executive director and the Company expects to provide an update on the progress of such appointment in due course.
AIM Rule 15 cash shell
The Disposal and the Demerger constitute a fundamental change of business under Rule 15 of the AIM Rules. Following the Disposal and the Demerger, the Company has ceased to own, control or conduct all, or substantially all, of its existing trading business activities or assets. It is therefore classified as an AIM Rule 15 cash shell and as such is required to make an acquisition or acquisitions which constitutes a reverse takeover under AIM Rule 14 (or seek re-admission as an investing company (as defined under the AIM Rules)) on or before the date falling six months from completion of the Disposal and the Demerger (namely by 9 July 2019), failing which the Company’s Ordinary Shares would then be suspended from trading on AIM pursuant to AIM Rule 40. Admission to trading on AIM would be cancelled six months from the date of suspension should the reason for the suspension not have been rectified.
In order to meet its working capital requirements as an AIM Rule 15 cash shell, the Company has retained 56,657,531 Consideration Shares (the “Retained Shares”) as a means of increasing its cash reserves amounting to approximately US$50,000 (after meeting the expected costs of the Disposal and the Demerger). Based on the Portage share price of US$0.105 on the CSE at the close of business on 7 January 2019, the Retained Shares are valued at approximately US$5.95 million (£4.65 million at an exchange rate of £1: US$1.278). The number of Retained Shares may increase by up to 40,692,697 Consideration Shares to the extent that New Options remain unexercised by 5.00 p.m. on 8 January 2020. In the event that the cash reserves and any value realised from the Retained Shares are insufficient to meet the Company’s working capital requirements, the Directors may seek further funding, including by a further issue of Ordinary Shares.
Jim Mellon, chairman of SalvaRx Group plc, commented, “Completion of the Disposal and the Demerger provides the opportunity to unlock and maximise value for the Company’s shareholders as well as to secure the funding which SalvaRx Limited requires to support the businesses forming part of its portfolio, to develop clinical proof of concept in cancer immunotherapies and, in addition, to undertake further investments in and/or acquisitions of businesses which are complementary to its portfolio. Through their holding of Demerger Shares, shareholders are able to retain an interest in the ongoing development of the assets in that portfolio. In addition, through their holding of Ordinary Shares, shareholders are also able to retain an exposure to the potential upside of the Company’s development as an AIM Rule 15 cash shell.
“We welcome Denham to the Company’s Board. He is a valuable addition to the team and his experience will be highly relevant as we look to identify a suitable acquisition for the Company as an AIM Rule 15 cash shell.”
This announcement should be read in conjunction with the full text of the Circular which is available on the Company’s website at https://www.salvarx.io/investors/aim-rule-26.html. Capitalised terms in this announcement have the same meaning as given in the Circular.
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