REG - Argent Biopharma Ltd - Voluntary Delisting From ASX

Argent BioPharmaAnnouncement

15/08/2024 07:30

For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20240815:nRSO5769Aa&default-theme=true

RNS Number : 5769A  Argent Biopharma Limited  15 August 2024

15 August 2024

 

Argent BioPharma Ltd.

(Argent BioPharma or the Company)

Voluntary Delisting From ASX

Argent BioPharma Limited (ACN 119 122 477) (ASX: RGT) (Company or RGT) wishes
to advise that the Australian Securities Exchange (ASX) has provided its
formal approval for the Company to delist from the official list of the ASX
(Official List), subject to compliance with the following conditions:

(a)             the Company sending a written or electronic communication in relation to the proposed delisting (the Communication) to all holders of ordinary shares (Shares) of the Company (Shareholders), and releasing an ASX announcement (in a form and substance satisfactory to ASX) setting out the following:
(i)     the nominated time and date at which the Company will be suspended and subsequently removed from the ASX official list and that:
(A)   if they wish to sell their Shares on ASX, they will need to do so before then; and
(B)   if they don't, thereafter they will only be able to sell their depositary interests of the Company (Depositary Interests) on-market on the London Stock Exchange (LSE) after their Shares are converted to Depositary Interests;
(ii)    the steps they must take to request to convert their Shares to Depositary Interests that are able to be traded on LSE;
(b)             the removal of the Company from the ASX official list not taking place any earlier than one month after the Communication has been sent to Shareholders;
(c)              the Company applying for its securities to be suspended from quotation at least two (2) business days before its proposed removal date; and
(d)             the Company releasing the full terms of ASX's decision to the market.

Reasons for Delisting

Following a detailed review, the board of directors of the Company (Board)
have unanimously determined that the delisting is in the best interests of
Shareholders for the following reasons:

(a)             Lack of Liquidity

There has been a significant lack of liquidity in trading in the Company's
shares on ASX, as evidenced by the following statistics:

 Month          Days traded  Number of Shares Traded  Value of Shares Traded (AUD)(1)
 June 2024      19           174,139                  $53,067
 May 2024       23           150,623                  $57,106
 April 2024     20           355,464                  $149,828
 March 2024     20           711,954                  $303,826
 February 2024  21           298,690                  $122,534
 January 2024   21           282,092                  $120,091

Notes:

1.          Approximate value based on the average share price
(rounded up) for the relevant month.

Recent trading history shows notably low volume trading in the Company's
shares on ASX and the Company believes this is unlikely to change in the
foreseeable future.

(b)             Fundraising difficulties

The Company requires funding to meet its ongoing operational and working
requirements. However, Australian institutional and retail investor interest
in the Company is low and remains low despite efforts by the Company to
attract investors in Australia. The Company has experienced significant
fundraising difficulty in Australia and has not benefited from being an ASX
listed entity in this sense.

The Company's most recent capital raising in July 2024 was supported by
investors from the United Kingdom and United States. The Company did not
receive applications for shares from new or existing Australian Shareholders.

(c)              LSE Listed

The Company was admitted to trading on LSE on 9 February 2021. The Board
considers that the Company's LSE listing is more beneficial to the Company due
to the composition of its investor base. The LSE listing is considered the
Company's primary listing. For the reasons set out above, the Board considers
that the Company no longer requires a second listing on the ASX.

(d)             Listing Costs

The Board estimates that costs attributable to the Company's ASX listing are
approximately $108,000 per annum. In addition, there are indirect costs
associated with the need to devote management time attending to matters
relating to the ASX listing and other ongoing administrative and compliance
obligations. While the Company may contemplate a second listing in the future,
the Board believes that the funds currently used to maintain the Company's ASX
listing, together the management time, could be directed toward the ongoing
focus and development of the Company's operations if the Company is delisted
from the ASX, in particular where the Company sees little tangible benefit
from being an ASX-listed company at present.

Consequences for delisting

The consequences for the Company and its security holders, if the Company is
removed from the Official List, are as follows:

(a)             Shareholders will have their CHESS holdings converted to the certificated sub-register on the Company's share register. No action will be required by Shareholders to affect this conversion.
(b)             The constitution and, therefore, Shareholders' rights will remain unchanged following the delisting, such that Shareholders will continue to have the right to:
(i)     receive notices of meetings and other notices issued by the                                  Company;
(ii)    exercise voting rights attached to Shares; and
(iii)   entitlement to receive dividends declared and payable by the Company from time to time.
 
 
(c)              Changes to disclosure obligations

If the Company delists from ASX it will become a foreign listed disclosing
entity. Although it will no longer be required to comply with the continuous
disclosure obligations and periodic disclosure obligations under Chapters 3
and 4 of the ASX Listing Rules, the Company will remain subject to continuous
disclosure and periodic disclosure obligations under the Corporations Act 2001
(Cth) (Corporations Act) and the Financial Conduct Authorities continuous
disclosure obligations.

More specifically, following delisting, the Company will no longer be required
to comply with continuous disclosure obligations under Listing Rule 3.1, or
make specific disclosures under Chapter 3 of the Listing Rules (although such
disclosure may nevertheless be required under the Company's continuous
disclosure obligations under the Corporations Act and Financial Conduct
Authority).

Further, following delisting, the Company will not be required to comply with
the periodic disclosures provisions under Chapter 4 of the Listing Rules.

By contrast, under the Corporations Act and Financial Conduct Authority, the
Company will be required to disclose information that a reasonable person
would be taken to expect to have a material effect on the price or value of
the Company's securities, which is effectively the same as the continuous
disclosure requirement under the Listing Rules, but without ASX's input and
oversight.

(d)             Non-Application of ASX Listing Rules generally

In addition to the reduction in the Company's continuous and periodic
disclosure obligations, the Company will no longer be subject to the
application of other ASX Listing Rules which are intended to protect, or
provide information to, Shareholders (such as Chapters 7, 10, 11 and 14 of the
Corporations Act). For example:

(i)     the Company will no longer be required to obtain Shareholder approval for significant transactions, including any transactions which could change the nature or scale of the Company's undertakings;
(ii)    unless caught by Chapter 2E, the Company will no longer be required to obtain Shareholder approval to enter into transaction with certain persons of influence;
(iii)   Shareholders will no longer be protected from substantial dilution of their holdings by the 15% placement cap;
(iv)   the specific disclosures to be made in a notice of meeting for Shareholder approval of the matters set out above no longer need to be made; and
(v)    voting exclusions mandated by the ASX Listing Rules on certain resolutions will no longer apply.
(e)             Raising capital post-delisting

While the Board believes the Company will have better access to potential
capital and on more favourable terms than would otherwise be available if the
Company was to remain listed on the ASX, there is no certainty that the
Company will in fact obtain better access to capital and/or on more favourable
terms post-delisting.

If a shareholder of the Company considers the proposed delisting to be
contrary to the interests of the shareholders of the Company as a whole or
oppressive to, unfairly prejudicial to, or unfairly discriminatory against a
Shareholder or Shareholders, it may apply to the court for an order under Part
2F.1 of the Corporations Act. Under section 233 of the Corporations Act, the
court can make any order that it considers

 

appropriate in relation to the Company, including an order that the Company be
wound up or an order regulating the conduct of the Company's affairs in the
future.

If a shareholder of the Company considers the proposed delisting involves
"unacceptable circumstances", it may apply to the Takeovers Panel for a
declaration of unacceptable circumstances and other orders under Part 6.10
Division 2 Subdivision B of the Corporations Act (refer also to Guidance Note
1: Unacceptable Circumstances issued by the Takeovers Panel). Under section
657D of the Corporations Act, if the Takeovers Panel has declared
circumstances to be unacceptable, it may make any order that it thinks
appropriate to protect the rights or interests of any person or group of
persons, where the Takeovers Panel is satisfied that those rights or interests
are being affected, or will be or are likely to be affected, by the
circumstances.

Shareholder Arrangements

The Company intends to to allow at least 4 weeks for normal trading between
announcement and delisting to allow Shareholders to sell their Shares if they
wish, following which they will be able to sell their Shares on the LSE if
they wish.

To facilitate trading of the Company's shares on LSE, the Company has
established a Depositary Interest (DIs) facility under which it has appointed
Computershare Investor Services Plc as the depositary.

Securities of Australian issuers cannot be directly registered, transferred or
settled through CREST (which is the electronic settlement system in the UK).
The DI facility overcomes this by creating entitlements to the Company's
shares (the DIs), which are deemed to be UK securities and therefore
admissible to CREST. The underlying Shares are listed and traded on LSE, while
the DIs are transferred in CREST to settle those trades.

If you choose to move your securities to the UK to trade and become the holder
of DIs, your ordinary shares are no longer held in your name on the Company's
Australian share register. Instead, they are held by an Australian custodian,
Computershare Investor Services Pty Limited. As a DI holder, you become the
beneficial holder of those RGT shares, with the DIs held on the Company's UK
DI Register on your behalf by your broker. In order to trade their Shares on
LSE, Shareholders will firstly need to convert their shares to Depositary
Interests (DIs). If a Shareholder's current trading arrangements are not
suitable, that Shareholder must first engage a suitable Australian broker who
has an agreement with a UK broker that is able to trade on LSE and can accept
the DIs into the CREST system (the electronic settlement system in the UK) to
hold or for settlement purposes. Alternatively, a Shareholder may wish to
appoint a broker based in the UK. The Company intends to enter into an
arrangement with a broker in the UK, to transact on the LSE on behalf of
Australian Shareholders.

Once your account with the broker has been established, you are required to
submit your original Share certificate and completed Depositary Interests
Issuance (Australian Register to UK DI Register) form to Computershare's
Global Transactions team.

Your original Share certificate and the completed and signed Depositary
Interests Issuance (Australian Register to UK DI Register) form should be sent
to:

Computershare Limited

Global Transactions Team

PO Box 103

Abbotsford VIC 3067

 

In all instances it is important that you complete the form in full and in
particular the CREST participant details in full within the DI Issuance
Instructions section. Your broker can assist you with providing this
information. If you have any questions about the Depositary Interest
conversion process, please contact Computershare's Global Transactions team
on: 1300 850 505 (inside Australia) or +61 3 9415 4000 (outside Australia).

 

It is expected that the process of transferring RGT Shares into DIs, once a
valid and complete instruction is provided, will take approximately 24 hours.
After conversion of the DI, Shareholders will be able to trade

their RGT Shares on LSE, subject to having a broker who can facilitate this
trade. Your broker will provide you with confirmation that you are now the
holder of an equivalent amount of DIs.

Application of LSE Rules

While listed on the Main Market of the LSE, the Company continue to comply
with the UK Listing Rules, Disclosure Guidance and Transparency Rules
(including periodic financial reporting requirements relating to annual
financial reports and half-yearly financial reports), UK Market Abuse
Regulation and LSE Admission and Disclosure Standards.

Indicative Timetable

The proposed delisting is subject to Shareholder approval (as a special
resolution at a general meeting likely to be held in September 2024). Further
details relating to the proposed delisting, including potential advantages and
disadvantages for Shareholders, and further details as to how Shareholders can
sell their securities prior to the proposed delisting, will be included in the
Notice of Meeting. If Shareholder approval is not obtained in respect of the
proposed delisting, the Company will remain listed on the ASX. All
Shareholders will be entitled to vote on the resolution.

The indicative timetable for the proposed delisting is set out below.

 Event                                                           Date
 Formal application submitted to ASX                             13 August 2024
 Notice of Meeting dispatched to shareholders                    19 August 2024
 General Meeting of Shareholders                                 18 September 2024
 Suspension from trading                                         18 September 2024
 Expected date of removal of the Company from the Official List  23 September 2024

 

 

-Ends-

 

Authorised for release by the board of directors, for further information
please contact:

 

 Argent BioPharma                                             Argent BioPharma

 Roby Zomer                                                   Rowan Harland

 CEO & Managing Director                                      Company Secretary

 +61 8 6555 2950                                              +61 8 6555 2950

 info@argentbiopharma.com (mailto:info@argentbiopharma.com)   info@argentbiopharma.co (mailto:info@argentbiopharma.co.uk) m

 UK Corporate Broker

 Shore Capital

 Toby Gibbs / James Thomas / Lucy Bowden

 +44 (0)207 408 4090

 

About Argent BioPharma

 

Argent BioPharma Limited (the Company) (LSE: RGT; OTCQB: RGTLF) an innovative
multidisciplinary drug development Company within the biopharmaceutical
sector.  The Company focuses on multidisciplinary methods with
Nanotechnology, developing multi-target therapies for comprehensive disease
management, especially concerning the Central nervous system ("CNS") and
Immunology treatments.

 

Follow us through our social media channels:

LinkedIn: Argent BioPharma

Twitter: @ArgentBioPharma

Facebook: Argent BioPharma

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  MSCGPUQGRUPCUQA