REG - Celadon Pharma. PLC - Proposed Cancellation
02/07/2025 07:00
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RNS Number : 3096P Celadon Pharmaceuticals PLC 02 July 2025
2 July 2025
Celadon Pharmaceuticals Plc
("Celadon" or the "Company")
Proposed cancellation of admission of Ordinary Shares to trading on AIM
Re-registration as a Private Limited Company
Adoption of New Articles of Association
and
Notice of General Meeting
London, 2 July 2025: Celadon Pharmaceuticals Plc (AIM: CEL), a UK-based
pharmaceutical company focused on the research, cultivation, manufacturing,
and sale of breakthrough cannabis-based medicines, announces that it intends
to seek shareholder approval for the cancellation of the admission of its
Ordinary Shares to trading on AIM with effect from 7:00 a.m. on 8 August 2025
and the re-registration of the Company as a private limited company.
The Chief Executive Officer of the Company believes the proposed cancellation
of admission of the ordinary shares in the Company to trading on AIM (the
"Cancellation") to be in the best interests of the Company and its
shareholders and, for that reason, is seeking shareholders' approval of the
Cancellation at a general meeting of the Company convened for 1.00 p.m. on 28
July 2025 (the "General Meeting"). The Company is also seeking shareholders'
approval at the General Meeting to adopt new articles of association of the
Company.
A circular ("Circular") that provides shareholders with the background to and
the reasons for the proposed Cancellation, explains the consequences of the
Cancellation, sets out the views of the Non-Executive Chair of the Company on
the Cancellation, and sets out why the Chief Executive Officer of the Company
considers the Cancellation to be in the best interests of the Company and its
shareholders as a whole, together with a notice convening the General Meeting,
will be posted to shareholders today and will also be made available on the
Company's website (with a copy of the proposed new articles of association) at
www.celadonpharma.com.
The General Meeting will be held at 1.00 p.m. on 28 July 2025 at The Aston
Tavern Hotel, 10 Aston Hall Road, Birmingham, B6 7FF.
Extracts from the Circular to Shareholders are set out below.
Enquiries:
Celadon Pharmaceuticals Plc
James Short Via Canaccord Genuity Limited
Canaccord Genuity Limited (Nominated Adviser and Broker)
Bobbie Hilliam / Andrew Potts +44 (0)20 7523 8000
Global Investment Strategy UK Limited (Joint Broker)
James Sheehan +44 (0)20 7048 9400
About Celadon Pharmaceuticals Plc
Celadon Pharmaceuticals Plc is a UK-based pharmaceutical company focused on
the development, production and sale of breakthrough cannabis-based medicines.
Its primary focus is on improving quality of life for chronic pain sufferers,
as well as exploring the potential of cannabis-based medicines for other
conditions such as autism. Its 100,000 sq. ft UK facility is EU-GMP approved
and comprises indoor hydroponic cultivation, proprietary GMP extraction and an
analytical and R&D laboratory. Celadon's Home Office licence allows for
the commercial supply of its pharmaceutical-grade cannabis product. The Group
owns an approved clinical trial using cannabis-based medicinal products to
treat chronic pain in the UK. Celadon also has a minority interest in
early-stage biopharma Kingdom Therapeutics, which is developing a licensed
cannabinoid medicine to treat children with Autism Spectrum Disorder.
For further information please visit our website www.celadonpharma.com
(http://www.celadonpharma.com)
This announcement contains inside information for the purposes of article 7 of
the Market Abuse Regulation (EU) 596/2014 as amended by regulation 11 of the
Market Abuse (Amendment) (EU Exit) Regulations 2019/310. With the publication
of this announcement, this information is now considered to be in the public
domain.
expected Timetable of principal events ((1) (2))
Announcement of proposed Cancellation and notice provided to the London Stock 2 July 2025
Exchange
Publication and posting of the Circular 2 July 2025
Latest time and date for receipt of online proxy votes or completed forms of 1:00 pm on 24 July 2025
proxy in respect of the General Meeting
Time and date of the General Meeting 1:00 pm on 28 July 2025
Expected last day of dealings in Ordinary Shares on AIM ((5)) 7 August 2025
Expected time and date of Cancellation ((3)) 7.00 a.m. on 8 August 2025
Secondary market trading facility for Ordinary Shares expected to commence By 8 August 2025
Expected date of Re-registration ((4)) By 15 August 2025
Notes:
(1) All of the times referred to in this announcement and the Circular refer
to London time, unless otherwise stated.
(2) Each of the times and dates in the above timetable is subject to change.
If any of the above times and/or dates change, the revised times and/or dates
will be notified to Shareholders by announcement through a Regulatory
Information Service.
(3) The Cancellation requires the approval of not less than 75 per cent. of
the votes cast by Shareholders at the General Meeting.
(4) The Re-registration requires the approval of not less than 75 per cent. of
the votes cast by Shareholders at the General Meeting.
(5) The Ordinary Shares are currently suspended from trading on AIM as the
Company has not been able to publish its report & accounts for the year
ended 31 December 2024 by 30 June 2025. In the event that the Cancellation
Resolution is approved by Shareholders and the Company is not able to publish
its report & accounts for the year ended 31 December 2024 by 7 August 2025
and the suspension from trading on AIM is not lifted, there will be no further
opportunity for Shareholders to trade their shares on AIM.
Definitions
In the Circular, unless the context otherwise requires, the following
expressions bear the following meanings:
AIM AIM, the market operated by the London Stock Exchange;
AIM Rules the rules for AIM companies as published by the London Stock Exchange from
time to time;
Articles the articles of association of the Company in force and as amended from time
to time (including, if adopted at the relevant time, the New Articles);
Business Day any day which is not a Saturday, Sunday or public holiday on which banks are
open for business in the City of London;
Canaccord Canaccord Genuity Limited, the Company's nominated adviser;
Cancellation cancellation of the admission to trading on AIM of the Ordinary Shares, in
accordance with Rule 41 of the AIM Rules, subject to passing of the
Cancellation Resolution;
Cancellation Resolution Resolution 1 to be proposed at the General Meeting;
Circular the circular dated 2 July 2025;
Company Celadon Pharmaceuticals Plc, a company incorporated in England and Wales with
registered number 11545912;
CREST the relevant system (as defined in the CREST Regulations) in respect of which
Euroclear is the operator (as defined in those regulations);
CREST Regulations the Uncertificated Securities Regulations 2001 (S.I. 2001 No 3755) (as
amended), and any applicable rules made thereunder;
Directors or Board the directors of the Company from time to time;
Disclosure Guidance and Transparency Rules the disclosure rules and transparency rules made by the UK Financial Conduct
Authority pursuant to section 73A of the Financial Services and Markets Act
2000;
Euroclear Euroclear UK & International Limited;
General Meeting the general meeting of the Shareholders, notice of which is set out on page 17
at the end of the Circular;
J P Jenkins the trading name of InfinitX Limited (Company Number: 11551708), a company
incorporated in England & Wales;
London Stock Exchange London Stock Exchange plc;
Matched Bargain Facility the trading facility operated by J P Jenkins to facilitate trading in the
Ordinary Shares on a matched bargain basis following Cancellation, details of
which are set out in the Circular;
New Articles the new articles of association of the Company to be adopted following the
passing of Resolution number 2 to be proposed at the General Meeting;
Notice of General Meeting the notice of the General Meeting, which is set out on page 17 at the end of
the Circular;
Ordinary Shares ordinary shares of £0.01 each in the Company;
Panel the Panel on Takeovers and Mergers;
Proposals the Cancellation, adoption of the New Articles and Re-registration;
Registrars MUFG Corporate Markets of Central Square, 29 Wellington Street, Leeds, LS1
4DL;
Regulatory Information Service has the meaning given to it in the AIM Rules;
Re-registration the re-registration of the Company as a private limited company;
Re-registration Resolution Resolution number 3 to be proposed at the General Meeting;
Resolutions the Resolutions to be put to the General Meeting as detailed in the Circular
and in the Notice of the General Meeting;
Shareholders holders of Ordinary Shares from time to time;
Takeover Code the City Code on Takeovers and Mergers;
UK or United Kingdom the United Kingdom of Great Britain and Northern Ireland; and
UK MAR Regulation (EU) (No 596/2014) of the European Parliament and of the Council of
16 April 2014 on market abuse to the extent that it forms part of the domestic
law of the United Kingdom including by virtue of the European Union
(Withdrawal) Act 2018 (as amended by virtue of the European Union (Withdrawal
Agreement) Act 2020).
EXPLANATORY STATEMENT
Celadon Pharmaceuticals Plc
71-75 Shelton Street
London, England, WC2H 9JQ
2 July 2025
Directors:
Alexander Anton (Chairman)
James Short (Chief Executive Officer)
1 SUMMARY
1.1 The Company is seeking Shareholders to vote for the cancellation
of the admission of the Ordinary Shares to trading on AIM. The Cancellation is
conditional, pursuant to Rule 41 of the AIM Rules, upon the approval of not
less than 75 per cent. of the votes cast by Shareholders (whether present in
person or by proxy) at the General Meeting, notice of which is set out on page
17 of the Circular. The Company (through its nominated adviser, Canaccord) has
notified the London Stock Exchange of the date of the proposed Cancellation.
1.2 If approved, this will mean the Company will re-register as a
private company and adopt the New Articles following the Cancellation. The
Re-registration and adoption of New Articles are conditional upon the
Cancellation becoming effective and the approval of not less than 75 percent
of the votes cast by Shareholders (whether present in person or by proxy) at
the General Meeting.
1.3 Should it be approved by the Shareholders at the General Meeting,
Shareholders wishing to trade in the Ordinary Shares post Cancellation can do
so on the Matched Bargain Facility post Cancellation.
1.4 The Company is seeking Shareholders to vote on the Proposals at
the General Meeting, which has been convened for 1:00 pm on 28 July 2025. If
the Cancellation Resolution is passed at the General Meeting, it is
anticipated that the Cancellation will become effective at 7.00 a.m. on 8
August 2025.
1.5 The purpose of the Circular is to provide you with information on
the background to and reasons for the Proposals, and explain the consequences
of the Proposals. The Notice of the General Meeting is set out on page 17 of
the Circular.
2 BACKGROUND TO AND REASONS FOR THE PROPOSALS
2.1 The main reasons held by the Company's Chief Executive Officer for
seeking the Cancellation are as follows:
2.1.1 Stronger Access to Capital: Based on feedback received following
engagement with a select number of investors, being a private company will
allow the Company to access capital in order to execute the Company's
strategy.
2.1.2 Listing and Compliance Costs: Cancellation is expected to
eliminate the annual expenditure associated with maintaining a listing on AIM
and thus to enable the business to reallocate that expenditure to core
business activities.
2.1.3 Public Market Undervaluation: The Chief Executive Officer believes
that the public markets are not fairly valuing the Company, and the Chief
Executive Officer does not believe that this disconnect will change in the
short-to-medium term.
3 PROCESS FOR, AND PRINCIPAL EFFECTS OF, THE CANCELLATION
3.1 Under the AIM Rules, it is a requirement that the Cancellation
must be approved by not less than 75 per cent. of votes cast by Shareholders
at a General Meeting. Accordingly, the Notice of General Meeting set out on
page 17 of the Circular contains a special resolution to approve the
Cancellation.
3.2 Furthermore, Rule 41 of the AIM Rules requires any AIM company
that wishes the London Stock Exchange to cancel the admission of its shares to
trading on AIM to notify shareholders and to separately inform the London
Stock Exchange of its preferred cancellation date at least 20 clear Business
Days prior to such date. In accordance with AIM Rule 41, Canaccord has
notified the London Stock Exchange of the Company's intention, subject to the
Cancellation Resolution being passed at the General Meeting, to cancel the
Company's admission of the Ordinary Shares to trading on AIM. Additionally,
Cancellation will not take effect until at least five clear Business Days have
passed following the passing of the Cancellation Resolution.
3.3 Accordingly, if the Cancellation Resolution is passed, it is
expected that the last day of dealings in Ordinary Shares on AIM will be 7
August 2025 and that the Cancellation will become effective at 7.00 a.m. on 8
August 2025. The Ordinary Shares are currently suspended from trading on AIM
as the Company has not been able to publish its report & accounts for the
year ended 31 December 2024 by 30 June 2025. In the event that the
Cancellation resolution is approved by Shareholders and the Company is not
able to publish its report & accounts for the year ended 31 December 2024
by 7 August 2025 and the suspension from trading on AIM is not lifted, there
will be no further opportunity for Shareholders to trade their shares on AIM.
If the Cancellation becomes effective, Canaccord will cease to be nominated
adviser of the Company and the Company will no longer be required to comply
with the AIM Rules. Furthermore, if Resolution 2 is passed, the New Articles
will come into effect after the Cancellation.
3.4 The principal effects of the Cancellation will be that:
3.4.1 there will be no formal market mechanism enabling the Shareholders
to trade Ordinary Shares, no recognised market or trading facility is intended
to be put in place to facilitate the trading of the Ordinary Shares post
Cancellation (save for the Matched Bargain Facility described in paragraph 5
below, which will provide a limited mechanism to facilitate the trading of
Ordinary Shares off-market), no price will be publicly quoted for the Ordinary
Shares and the transfer of Ordinary Shares will be subject to the provisions
of the Articles;
3.4.2 while the Ordinary Shares will remain freely transferrable, it is
likely that the liquidity and marketability of the Ordinary Shares will, in
the future, be more constrained than at present and the value of such shares
may be adversely affected as a consequence;
3.4.3 in the absence of a formal market and quote, it may be more
difficult for Shareholders to determine the market value of their investment
in the Company at any given time;
3.4.4 the Company will no longer be subject to the UK MAR regulating
inside information and other matters;
3.4.5 the Company will no longer be subject to the AIM Rules and,
accordingly, Shareholders will no longer be afforded the protections given by
the AIM Rules. In particular, the Company will not be bound to:
(i) make any public announcements of material developments, or
to announce interim or final results;
(ii) comply with any of the corporate governance practices
applicable to AIM companies;
(iii) announce substantial transactions and related party
transactions;
(iv) maintain information on the Company's website under AIM Rule
26; or
(v) comply with the requirement to seek Shareholder approval for
reverse takeovers and fundamental changes in the Company's business;
3.4.6 the Company will no longer be required to publicly disclose any
change in major shareholdings in the Company under the Disclosure Guidance and
Transparency Rules;
3.4.7 Canaccord will cease to be the Company's nominated adviser and the
Company will cease to have a broker;
3.4.8 the Relationship Agreement entered into between the Company and
James Short at the time of its IPO will terminate and the rights and
restrictions under it (as summarised in the Company's admission document) will
no longer apply;
3.4.9 whilst the Company's CREST facility will remain in place
immediately following the Cancellation, the Company's CREST facility may be
cancelled in the future and, although the Ordinary Shares will remain
transferable, they may cease to be transferable through CREST (in which case,
Shareholders who hold Ordinary Shares in CREST will receive share
certificates); and
3.4.10 the Cancellation and Re-registration may have taxation consequences
for Shareholders (for example, stamp duty will be due on transfers of shares
and agreements to transfer shares unless a relevant exemption or relief
applies to a particular transfer). Shareholders who are in any doubt about
their tax position should consult their own professional independent tax
adviser.
3.5 The Company currently intends that it will continue to provide
certain facilities, services and protections to Shareholders that they
currently enjoy as shareholders of an AIM company following the proposed
Cancellation. It is intended that the Company will continue to:
3.5.1 communicate information about the Company (including audited
annual accounts) to its Shareholders as required by law and, in the case of
the audited annual accounts, to send them to Shareholders in hard copy or by
making use of electronic communications;
3.5.2 communicate information, by posting the relevant information on
its website, about the Company (including developments which are likely to
impact the Company's valuation) to its Shareholders which, following the
Cancellation and Re-registration, the Company would no longer be required by
law or regulation to announce, including:
(i) any change to the holding of a Shareholder with 3 per
cent. or more of the Ordinary Shares where such change increases or decreases
the holding through any single percentage;
(ii) the terms of any substantial transaction (as defined in the
AIM Rules) as soon as they are agreed (to the extent an announcement in
respect of the same would have been required under the AIM Rules);
(iii) the terms of any transaction with a related party (as
defined in the AIM Rules) as soon as they are agreed (to the extent an
announcement in respect of the same would have been required under the AIM
Rules);
(iv) any agreement which would effect a reverse takeover (as
defined in the AIM Rules) of the Company (to the extent an announcement in
respect of the same would have been required under the AIM Rules);
(v) any disposal by the Company which would result in a
fundamental change to its business (to the extent an announcement in respect
of the same would have been required under the AIM Rules);
(vi) any dealing in the Ordinary Shares by a director or person
closely associated with a director;
(vii) the resignation, dismissal or appointment of any director;
(viii) details of certain events involving a director, such as where
they are convicted of an indictable offence; made bankrupt; publicly
criticised by a regulator; or a company or partnership of which they are or,
during the 12 months prior to insolvency were, a director or partner becomes
subject to insolvency proceedings;
(ix) any change in the Company's accounting reference date;
(x) any change in the Company's registered office address;
(xi) any change in the Company's legal name;
(xii) any material change between the Company's actual trading
performance or financial condition and any profit forecast, estimate or
projection as may have previously been communicated to Shareholders;
(xiii) any decision to pay a dividend or otherwise make a
distribution, specifying the amount of such dividend or distribution and the
payment and record dates;
(xiv) any transfers of Ordinary Shares into or out of treasury; and
(xv) any change in the Company's website address through which
information and updates about the Company are communicated to Shareholders;
3.5.3 maintain its website, make available on its website a copy of any
document sent by the Company to the Shareholders within the previous 12 months
and post updates on the website from time to time. While Shareholders should
be aware that there will be no obligation on the Company to include all of the
information required under AIM Rule 26 or to update the website as required by
the AIM Rules, it is intended that the Company will continue to keep the
following information on its website:
(i) a description of the Company's business;
(ii) the Company's current constitutional documents;
(iii) the names of its directors and brief biographical details on
each;
(iv) a description of the responsibilities of the members of the
board of directors and details of any committees of the board of directors and
their responsibilities;
(v) the Company's country of incorporation and main country of
operation;
(vi) details of any exchanges or trading platforms on which the
Company may in the future apply or agree to have its Ordinary Shares (or any
other securities) admitted or traded;
(vii) the number of Ordinary Shares in issue (noting any held in
treasury) and the identity and holdings of significant shareholders, including
the date on which this information was last updated;
(viii) details of any restrictions on the transfer of Ordinary Shares;
(ix) the Company's annual accounts for the previous three years;
(x) details of which corporate governance code the Company has
decided to apply, how it complies with that code and, where it departs from
that code, an explanation of the reason(s) for such departure(s), including
the date on which these details were last reviewed (to be reviewed annually);
(xi) for so long as the Company remains subject to the Takeover
Code, confirmation that the Company remains subject to the Takeover Code; and
(xii) details of the Company's key advisers.
3.6 As announced on 24 March 2025, Alexander Anton will step down as a
director of the Company subject to and following the Cancellation Resolution
being passed at the General Meeting and the Board thereafter will comprise of
James Short. It is anticipated that one additional non-executive director will
be appointed shortly after the Cancellation takes effect.
The above considerations are not exhaustive and Shareholders should seek their
own independent advice when assessing the likely impact of the Cancellation on
them.
Certain Shareholders may be unwilling or unable to hold Ordinary Shares
following the Cancellation and may wish to consider selling their Ordinary
Shares in the market prior to the Cancellation becoming effective on 8 August
2025. The Board is however making no recommendation as to whether or not
Shareholders should buy, continue to hold or sell Ordinary Shares.
4 PROCESS FOR, AND PRINCIPAL EFFECTS OF, THE RE-REGISTRATION AND
THE ADOPTION OF THE NEW ARTICLES
4.1 Under the Companies Act 2006, it is a requirement that
re-registration and adoption of new articles of association must be approved
by not less than 75 per cent. of votes cast by Shareholders at a General
Meeting. Accordingly, the Notice of General Meeting set out on page 17 of the
Circular contains special resolutions to approve the Re-registration and
adoption of the New Articles.
4.2 Following the proposed Cancellation, it is proposed to re-register
the Company as a private limited company.
4.3 It is proposed that the New Articles be adopted to reflect the
change in the Company's status to a private limited company. The principal
effects of the adoption of the New Articles on the rights and obligations of
Shareholders and the Company are summarised on page 13 of the Circular. A
copy of the New Articles and a copy marked to show the changes from the
Articles can be found on the Company's website at www.celadonpharma.co.uk
(http://www.celadonpharma.co.uk) and are available for inspection at the
registered office of the Company.
4.4 Subject to and conditional upon the Cancellation and the passing
of the Re-registration Resolution, application will be made to the Registrar
of Companies for the Company to be re-registered as a private limited company.
Re-registration will take effect when the Registrar of Companies issues a
certificate of incorporation on Re-registration. The Registrar of Companies
will not issue the certificate of incorporation on Re-registration until the
Registrar of Companies is satisfied that no valid application can be made to
cancel the resolution to re-register as a private limited company.
4.5 If the Cancellation Resolution and the Re-registration Resolution
are passed at the General Meeting and the Registrar of Companies issues a
certificate of incorporation on Re-registration, it is anticipated that the
Re-registration will become effective by 15 August 2025.
5 TRANSACTIONS IN THE ORDINARY SHARES POST CANCELLATION
The proposed Cancellation, should it be approved by Shareholders at the
General Meeting, would make it more difficult for Shareholders to buy and sell
Ordinary Shares should they wish to do so.
Shareholders will continue to be able to hold their shares in uncertificated
form (i.e. in CREST) and should check with their existing stockbroker whether
they are willing or able to trade in unquoted shares.
The Company has made arrangements for the Matched Bargain Facility to assist
Shareholders to trade in the Ordinary Shares from the date of Cancellation, if
the Cancellation Resolution is passed. The Matched Bargain Facility will be
provided by J P Jenkins, which is an appointed representative of Prosper
Capital LLP, which is authorised and regulated by the UK Financial Conduct
Authority. Under the Matched Bargain Facility, Shareholders or persons wishing
to acquire or dispose of Ordinary Shares will be able to leave an indication
with J P Jenkins, through their stockbroker, of the number of Ordinary Shares
that they are prepared to buy or sell and the price at which they are prepared
to do so. In the event that J P Jenkins is able to match that order with an
opposite sell or buy instruction, it would contact both parties and then
effect the bargain (trade). Should the Cancellation become effective, the
Matched Bargain Facility will commence, and details will be made available to
Shareholders on the Company's website. It should be noted, however, that there
is no guarantee as to the liquidity such a facility would afford the Ordinary
Shares post Cancellation. Therefore, Shareholders should carefully consider,
inter alia, the effects of the proposed Cancellation set out above and seek
their own independent advice when assessing the likely impact of the
Cancellation.
The Matched Bargain Facility is intended to operate for a minimum of twelve
months after Cancellation. The current intention is that it will continue
beyond that time but Shareholders should note it could be withdrawn at short
notice and therefore inhibit Shareholders' ability to trade the Ordinary
Shares. If Shareholders wish to buy or sell Ordinary Shares on AIM, they must
do so prior to the Cancellation becoming effective. As noted above, in the
event that Shareholders approve the Cancellation, it is anticipated that the
last day of dealings in Ordinary Shares on AIM will be 7 August 2025 and that
the effective date of the Cancellation will be 8 August 2025 at 7.00 a.m.. The
Ordinary Shares are currently suspended from trading on AIM as the Company has
not been able to publish its report & accounts for the year ended 31
December 2024 by 30 June 2025. In the event that the Cancellation resolution
is approved by Shareholders and the Company is not able to publish its report
& accounts for the year ended 31 December 2024 by 7 August 2025 and the
suspension from trading on AIM is not lifted, there will be no further
opportunity for Shareholders to trade their shares on AIM.
6 TAKEOVER CODE
The Takeover Code applies to any company which has its registered office in
the UK, the Channel Islands or the Isle of Man if any of its equity share
capital or other transferable securities carrying voting rights are admitted
to trading on a UK regulated market, a UK MTF, or a stock exchange in the
Channel Islands or the Isle of Man. The Takeover Code therefore applies to the
Company as its securities are admitted to trading on AIM, which is a UK MTF.
The Takeover Code also applies to any company which has its registered office
in the UK, the Channel Islands or the Isle of Man if any of its securities
were admitted to trading on a UK regulated market, a UK MTF, or a stock
exchange in the Channel Islands or the Isle of Man at any time during the
preceding two years.
Accordingly, if the Cancellation is approved by Shareholders at the General
Meeting and becomes effective, the Takeover Code will continue to apply to the
Company for a period of two years after the Cancellation, following which the
Takeover Code will cease to apply to the Company.
While the Takeover Code continues to apply to the Company, a mandatory cash
offer will be required to be made if either:
(a) any person acquires an interest in shares which (taken together with the
shares in which the person or any person acting in concert with that person is
interested) carry 30% or more of the voting rights of the company; or
(b) any person, together with persons acting in concert with that person, 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 that
person, acquires an interest in any other shares which increases the
percentage of shares carrying voting rights in which that person is
interested.
Brief details of the Panel, and of the protections afforded by the Takeover
Code, are set out on page 15 of the Circular.
Before voting on the Cancellation, you may want to take independent
professional advice from an appropriate independent financial adviser.
7 GENERAL MEETING AND ACTION TO BE TAKEN
The Proposals are subject to the passing of Resolutions 1 to 3 to be proposed
at the General Meeting. Page 17 of the Circular contains a Notice of the
General Meeting of the Company to be held at 1:00 pm on 28 July 2025 when the
following resolutions will be proposed:
1. the cancellation of the admission to trading
on AIM (the market of that name operated by London Stock Exchange plc) of the
ordinary shares of £0.01 each of the Company be approved;
2. the adoption of the New Articles in
substitution for and to the exclusion of the existing Articles, conditional on
the Cancellation becoming effective; and
3. the re-registration of the Company as a
private limited company, conditional on the Cancellation becoming effective.
All votes on the Resolutions will be taken via a poll in accordance with the
Articles.
Each of the Resolutions is proposed as a special resolution requiring 75 per
cent. of votes cast to be in favour to be approved.
In line with the Company's approach at annual general meetings, hard copy
proxy forms are not being sent to Shareholders in connection with the General
Meeting and Shareholders are strongly encouraged to exercise their right to
vote in the following ways:
· via the Investor Centre app or web browser at
https://uk.investorcentre.mpms.mufg.com/ and following the instructions; or
· in the case of CREST members, by utilising the CREST electronic
proxy appointment service in accordance with the procedures set out in the
notes accompanying the Notice of General Meeting at the end of the Circular;
or
· if you are an institutional investor you may also be able to
appoint a proxy electronically via the Proxymity platform; or
· by requesting a hard copy form of proxy directly from the
Registrars, MUFG Corporate Markets.
If you need help with voting online, or to request a hard copy form of proxy,
please contact the Company's Registrars, MUFG Corporate Markets, on 0371 664
0391. Calls are charged at the standard geographic rate and will vary by
provider. Calls outside the United Kingdom will be charged at the applicable
international rate. They are open between 9.00 a.m. - 5.30 p.m., Monday to
Friday excluding public holidays in England and Wales or email MUFG Corporate
Markets at shareholderenquiries@cm.mpms.mufg.com.
For an electronic proxy appointment to be valid, the appointment must be
received by MUFG Corporate Markets, no later than 1:00 pm on 24 July 2025.
If you hold your Ordinary Shares in uncertificated form in CREST, you may vote
using the CREST Proxy Voting service in accordance with the procedures set out
in the CREST Manual. Further details are also set out in the notes
accompanying the Notice of General Meeting at the end of the Circular. Proxies
submitted via CREST must be received by MUFG Corporate Markets (ID RA10) by no
later than 1:00 pm on 24 July 2025 (or, if the General Meeting is adjourned,
48 hours (excluding any part of a day that is not a working day) before the
time fixed for the adjourned meeting).
Shareholders are encouraged to appoint the chairman of the General Meeting as
their proxy with directions as to how to cast their vote on the Resolutions
proposed. For further details on how to submit a proxy vote, see the notes
accompanying the Notice of General Meeting at the end of the Circular.
The appointment of a proxy will not preclude Shareholders from attending and
voting in person at the General Meeting should they wish to do so.
8 STATEMENT FROM ALEXANDER ANTON, CHAIRMAN
The following statement has been made by Alexand Anton, non-executive Chairman
of the Company, in respect of the Proposals:
"As described in the announcement on 24 March 2025, the Chief Executive
Officer informed the Independent Directors on 19 March 2025 that he would
vote his Ordinary Shares and those of his connected parties (which as at 19
March 2025 amounted to over 50 per cent. of the Company's issued share
capital) to remove them as Directors if they did not propose a vote to de-list
the Company to Shareholders. In order to limit damage to the Company from a
public, costly, distracting and contentious general meeting process, the
Independent Directors agreed to resign. As part of that agreement, it was
agreed with the Chief Executive Officer that I would stay on to ensure the
interests of the minority Shareholders and wider stakeholders are represented
at this time.
While the Independent Directors acknowledged that there were certain cost
savings from being a private company, they were not persuaded that: capital
was more readily available in the private market; and the benefits of being a
public company were worth giving up. Absent firm evidence that funding was
available only if the Company were private, they did not believe it
appropriate to propose a vote for the Cancellation at this time and preferred
that the Company focus on developing the business and drawing down on the two
agreed funding facilities that were in place at the time of the 24 March 2025
announcement. The Chief Executive Officer disagreed and took steps to proceed
with the Cancellation as soon as possible.
The Chief Executive Officer has, as set out above, expressed his confidence of
obtaining funding to grow the business if the Company were to go private. As
he and his connected parties hold over 50 per cent. of the Company's issued
share capital, they have a high degree of control over the Company including
the ability to change the Board, which gives them de-facto control. In making
his proposal to de-list, aside from expressing confidence of more funding
options becoming available, the Chief Executive Officer has agreed to include
some protections for minority Shareholders that will go some way to protecting
their interests in the private company environment. I do not believe these
protections go further than those afforded to minority Shareholders in other
similar de-listings.
I propose to vote against the Resolutions.
If the Shareholders decide to approve the Cancellation, I have indicated that
I will resign and I understand that a new Director will be appointed."
9 RECOMMENDATION AND VOTING INTENTION FROM THE CHIEF EXECUTIVE
OFFICER
The following statement from James Short, Chief Executive Officer of the
Company, sets out his recommendation and voting intention:
"For the reasons noted in Section 2 above, I consider that the Proposals
are in the best interest of the Company and its Shareholders as a whole and I
recommend Shareholders to vote in favour of the Resolutions to be proposed at
the General Meeting as I intend to do in respect of my own aggregate holding
of 26,046,928 Ordinary Shares, representing approximately 39.5 per cent. of
the Company's issued share capital as of the date of the Circular.
Thank you for your ongoing support. I urge you to vote in favour of the
Cancelation so that the Company can progress swiftly towards a stronger future
for Celadon and for all our shareholders."
SUMMARY OF PRINCIPAL EFFECTS OF THE ADOPTION OF THE NEW ARTICLES 1 (#_ftn1)
1. INTRODUCTION OF TAG RIGHTS
In order to protect the interests of minority Shareholders in the private
company environment, the New Articles will, subject to and upon the Takeover
Code ceasing to apply to the Company, grant enhanced protections for minority
Shareholders in the form of tag rights, allowing Shareholders to participate
in the event of a sale of at least 50 per cent. of the Ordinary Shares at the
relevant time to a third party.
2. ACCOUNTS
A public company is required to file its accounts within six months following
the end of its financial year and then to circulate copies of the accounts to
Shareholders. Following the Re-registration, the period for the preparation of
accounts will be extended to nine months following the end of the financial
year. The Company will still be required to circulate accounts to Shareholders
(although the period for doing so is extended for private companies).
3. GENERAL MEETINGS AND RESOLUTIONS
A public company is required to hold an annual general meeting of Shareholders
each year, whereas a private company is not. Therefore, following the
Re-registration and the adoption of the New Articles, the Company will not be
required to hold annual general meetings. In addition, after the
Re-registration, resolutions of the Shareholders may be obtained via written
resolutions, rather than via meetings. This is done by obtaining the approval
in writing to that resolution of the holders of a majority of voting shares
then in issue (in the case of ordinary resolutions) and the holders of at
least 75 per cent. of the voting shares then in issue (in the case of special
resolutions).
4. DIRECTORS
The current Articles contain provisions requiring one third of the Directors
to retire by rotation at each annual general meeting and each Director to
retire from office at least once every three years, with each retiring
Director being eligible for re-election. These provisions have been removed in
the New Articles. In addition, the New Articles will not require any Director
appointed by the Board to be re-appointed by the Shareholders at the next
annual general meeting following his appointment, as is currently required.
5. ISSUE OF SHARES FOR NON-CASH CONSIDERATION
As a public company, there are restrictions on the ability of the Company to
issue new shares, for example, by requiring the Company to obtain a valuation
report in the case of shares issued for non-cash consideration. These
restrictions will not apply following the Re-registration and adoption of the
New Articles.
6. FINANCIAL ASSISTANCE, REDUCTIONS OF CAPITAL AND PURCHASE OF OWN
SHARES OUT OF CAPITAL
As a public limited company, the Company is currently prohibited from
performing actions which constitute financial assistance for the acquisition
of its own shares. This limits the ability of the Company to engage in certain
transactions. However, following the Re-registration, these restrictions will
no longer apply. In addition, the Company must currently obtain the sanction
of the Court for any reduction of capital, which can be a lengthy and
expensive process. However, following the Re-registration, the Company will be
able to take advantage of more flexible provisions applicable to private
companies, which do not require the approval of the Court. Similarly,
following Re-registration, the Company will be able to effect buy backs of
shares out of capital, which it is currently prohibited from doing as a public
limited company.
7. COMPANY SECRETARY
Following the Re-registration there will be no requirement for a company
secretary to be appointed, although the Company may appoint one should it
wish.
8. REMOVAL OF UNNECESSARY PROVISIONS AND SIMPLIFICATION
The New Articles will not contain certain of the detailed provisions of the
current Articles which are common for quoted companies and which will not be
necessary for the Company following the Cancellation.
BRIEF DETAILS OF THE PANEL AND OF THE PROTECTIONS AFFORDED BY THE TAKEOVER
CODE
The Takeover Code applies to any company which has its registered office in
the UK, the Channel Islands or the Isle of Man if any of its equity share
capital or other transferable securities carrying voting rights are admitted
to trading on a UK regulated market, a UK MTF, or a stock exchange in the
Channel Islands or the Isle of Man. The Takeover Code therefore applies to the
Company as its securities are admitted to trading on AIM, which is a UK MTF.
The Takeover Code also applies to any company which has its registered office
in the UK, the Channel Islands or the Isle of Man if any of its securities
were admitted to trading on a UK regulated market, a UK MTF, or a stock
exchange in the Channel Islands or the Isle of Man at any time during the
preceding two years.
Accordingly, if the Cancellation is approved by Shareholders at the General
Meeting and becomes effective, the Takeover Code will continue to apply to the
Company for a period of two years after the Cancellation, following which the
Takeover Code will cease to apply to the Company.
While the Takeover Code continues to apply to the Company, a mandatory cash
offer will be required to be made if either:
(a) any person acquires an interest in shares which (taken together with the
shares in which the person or any person acting in concert with that person is
interested) carry 30% or more of the voting rights of the company; or
(b) any person, together with persons acting in concert with that person, 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 that
person, acquires an interest in any other shares which increases the
percentage of shares carrying voting rights in which that person is
interested.
Brief details of the Takeover Panel, and of the protections afforded by the
Takeover Code, are set out in below.
Before voting on the Cancellation, you may want to take independent
professional advice from an appropriate independent financial adviser.
The Takeover Code
The Takeover Code is issued and administered by the Panel. The Code currently
applies to the Company and accordingly Shareholders are entitled to the
protections afforded by the Takeover Code.
The Takeover Code and the Panel operate principally to ensure that
shareholders in an offeree company are treated fairly and are not denied an
opportunity to decide on the merits of a takeover and that shareholders in an
offeree company of the same class are afforded equivalent treatment by an
offeror. The Takeover 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 Takeover Code is based upon a number of general principles (the "General
Principles") which are essentially statements of standards of commercial
behaviour. The General Principles apply to takeovers and other matters to
which the Takeover Code applies. They are applied by the Panel in accordance
with their spirit in order to achieve their underlying purpose.
In addition to the General Principles, the Takeover Code contains a series of
rules (the "Rules"). 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.
A summary of key points regarding the application of the Takeover Code to
takeovers is set out below.
The Takeover Code
The following is a summary of key provisions of the Takeover Code which apply
to transactions to which the Takeover Code applies.
Equality of treatment
General Principle 1 of the Takeover Code states that all holders of 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 offeree
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 the 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 to obtain competent
independent advice as to whether the financial terms of any offer are fair and
reasonable and the substance of such advice must be made known to its
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.
Optionholders and holders of convertible securities or subscription rights
Rule 15 provides that when an offer is made and the offeree company has
convertible securities, options or subscription rights outstanding, the
offeror must make an appropriate offer or proposal to the holders of those
securities to ensure their interests are safeguarded.
1 A copy of the New Articles and a copy marked to show the changes from
the Articles can be found on the Company's website at www.celadonpharma.co.uk
(http://www.celadonpharma.co.uk) and are available for inspection at the
registered office of the Company.
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