REG - Oxford Cannabinoid - Updated Shareholder Information

Oxford Cannabinoid Technologies HoldingsAnnouncement

17/05/2024 16:30

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RNS Number : 9713O  Oxford Cannabinoid Tech.Holdings  17 May 2024

 

Oxford Cannabinoid Technologies Holdings plc

("OCT" or the "Company")

 

Updated Shareholder Information regarding Listing Cancellation

 

The Board of Oxford Cannabinoid Technologies Holdings plc (LSE:OCTP) refers to
its announcement of 8 May 2024.

In view of the Public Consultation Paper 2024/1 published by the Code
Committee of the Takeover Panel on 24 April 2024, which is the subject of
ongoing public consultation, the Company wishes to reaffirm that, consistent
with the declarations that it made on 8 May 2024, following cancellation of
its listing on the Official List, OCT will continue to be subject to the
obligations placed on it by the Takeover Code. However, if the amendments to
the Code proposed in PCP 2024/1 are adopted, the Code would cease to apply to
the Company after a period of three years following the implementation of
those amendments. Those ongoing obligations are set out below in Appendix A.
The Company also restates its intention to remain registered as a public
limited company with the Registrar of England and Wales, following
cancellation.

Timetable

The Cancellation will become effective at 8.00am on 6 June 2024, according to
the following timetable.

 Delisting Hearing    5 June 2024
 Delisting effective  8am on 6 June 2024

Shareholder Engagement

Following the cancellation of the Listing, the Company will keep shareholders
informed by posting regular updates on its website, in place of Regulatory
News Service (RNS) announcements.

The Directors of the Company accept responsibility for the content of this
announcement.

Enquiries:

 Oxford Cannabinoid Technologies Holdings plc  +44 (0)20 3034 2820
 Clarissa Sowemimo-Coker (CEO)                 clarissa@oxcantech.com (mailto:clarissa@oxcantech.com)

 Hybridan LLP, Financial Adviser and Broker
 Claire Louise Noyce                           +44 (0)20 3764 2341

 Acuitas Communications, Financial PR          020 3745 0293 / 07799 767676
 Simon Nayyar                                  simon.nayyar@acuitascomms.com
 Arthur Dingemans                              arthur.dingemans@acuitascomms.com

 

Appendix A

Further Details on Ongoing Obligations

The Takeover Code (the "Code") applies to all offers for companies which have
their registered offices in the UK, the Channel Islands or the Isle of Man if
any of their equity share capital or other transferable securities carrying
voting rights are admitted to trading on a UK regulated market or a UK
multilateral trading facility or on any stock exchange in the Channel Islands
or the Isle of Man.

The Code also applies to all offers for companies (both public and private)
which have their registered offices in the UK, the Channel Islands or the Isle
of Man which are considered by the Takeover Panel (the "Panel") to have their
place of central management and control in the UK, the Channel Islands or the
Isle of Man, but in relation to private companies only if one of a number of
conditions are met, including that any of the company's equity share capital
or other transferable securities carrying voting rights have been admitted to
trading on a UK regulated market or a UK multilateral trading facility or on
any stock exchange in the Channel Islands or the Isle of Man at any time in
the preceding ten years.

When the Delisting becomes effective, the Company's securities will no longer
be admitted to trading on a UK regulated market or a UK multilateral trading
facility.  In these circumstances, the Code will apply to the Company only if
it is considered by the Panel to have its place of central management and
control in the UK, the Channel Islands or the Isle of Man.  This is known as
the "residency test".  In determining whether the residency test is
satisfied, the Panel has regard primarily to whether a majority of a company's
directors are resident in these jurisdictions.

The Panel has confirmed to the Company that, on the basis of the current
residency of the Directors, the Company will have its place of central
management and control in the UK following the Delisting.  As a result, for
so long as (i) the Company continues to be a public company and (ii) its place
of central management and control is considered by the Panel to be in the UK,
the Channel Islands or the Isle of Man, the Code will continue to apply to the
Company, including the requirement for a mandatory cash offer to be made if
either:

(a)           a person acquires an interest in shares which, when
taken together with the shares in which persons acting in concert with it are
interested, increases the percentage of shares carrying voting rights in which
it is interested to 30% or more; or

(b)           a person, together with persons acting in concert with
it, is interested in shares which in the aggregate carry not less than 30% of
the voting rights of a company but does not hold shares carrying more than 50%
of such voting rights and such person, or any person acting in concert with
it, acquires an interest in any other shares which increases the percentage of
shares carrying voting rights in which it is interested.

At present, the Code would continue to apply to the Company following the
Delisting.  However, if the amendments to the Code proposed in PCP 2024/1 are
adopted, the Code would cease to apply to the Company after a period of three
years following the implementation of those amendments.

In addition, the Company's place of central management and control could
change as a result of, for example, the appointment of additional directors
who are not resident in the UK, the Channel Islands or the Isle of Man, in
which event the Code might then cease to apply to the Company.

Brief details of the Panel, and of the protections afforded by the Code, are
set out below.

The Code

The Code is issued and administered by the Panel. The Code currently applies
to the Company and, accordingly, its shareholders are entitled to the
protections afforded by the Code.

The Code and the Panel operate principally to ensure that shareholders are
treated fairly and are not denied an opportunity to decide on the merits of a
takeover, and that shareholders of the same class are afforded equivalent
treatment by an offeror. The Code also provides an orderly framework within
which takeovers are conducted. In addition, it is designed to promote, in
conjunction with other regulatory regimes, the integrity of the financial
markets.

The General Principles and Rules of the Code

The Code is based upon a number of General Principles which are essentially
statements of standards of commercial behaviour. The General Principles apply
to takeovers and all other matters with which the Code is concerned. They are
applied by the Panel in accordance with their spirit to achieve their
underlying purpose.

In addition to the General Principles, the Code contains a series of Rules.
Some of the Rules provide more detail on how the General Principles will be
applied by the Panel and others govern specific aspects of takeover procedure.
Like the General Principles, the Rules are to be interpreted to achieve their
underlying purpose. Therefore, their spirit must be observed as well as their
letter. The Panel may derogate or grant a waiver to a person from the
application of a Rule in certain circumstances.

The following is a summary of key provisions of the Code which apply to
transactions to which the Code applies.

Equality of treatment

General Principle 1 of the Code states that all holders of the securities of
an offeree company of the same class must be afforded equivalent treatment.
Furthermore, Rule 16.1 requires that, except with the consent of the Panel,
special arrangements may not be made with certain shareholders in the Company
if there are favourable conditions attached which are not being extended to
all shareholders.

Information to shareholders

General Principle 2 requires that the holders of the securities of an offeree
company must have sufficient time and information to enable them to reach a
properly informed decision on a takeover bid. Consequently, a document setting
out full details of an offer must be sent to the offeree company's
shareholders.

The opinion of the offeree board and independent advice

The board of the offeree company is required by Rule 3.1 of the Code to obtain
competent independent advice as to whether the financial terms of an offer are
fair and reasonable and the substance of such advice must be made known to
shareholders. Rule 25.2 requires the board of the offeree company to send to
shareholders and persons with information rights its opinion on the offer and
its reasons for forming that opinion. That opinion must include the board's
views on: (i) the effects of implementation of the offer on all the company's
interests, including, specifically, employment; and (ii) the offeror's
strategic plans for the offeree company and their likely repercussions on
employment and the locations of the offeree company's places of business.

The document sent to shareholders must also deal with other matters such as
interests and recent dealings in the securities of the offeror and the offeree
company by relevant parties and whether the directors of the offeree company
intend to accept or reject the offer in respect of their own beneficial
shareholdings.

Rule 20.1 states that, except in certain circumstances, information and
opinions relating to an offer or a party to an offer must be made equally
available to all offeree company shareholders and persons with information
rights as nearly as possible at the same time and in the same manner.

Option holders and holders of convertible securities or subscription rights

Rule 15 of the Code provides that when an offer is made and the offeree
company has convertible securities outstanding, the offeror must make an
appropriate offer or proposal to the holders of those securities to ensure
their interests are safeguarded. Rule 15 also applies in relation to holders
of options and other subscription rights.

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