RCS - U.K. SPAC PLC - Publication of Prospectus
15/11/2022 08:15
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RNS Number : 3749G U.K. SPAC PLC 15 November 2022
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH
JURISDICTION.
THIS IS AN ANNOUNCEMENT AND NOT A CIRCULAR OR PROSPECTUS OR EQUIVALENT
DOCUMENT AND INVESTORS AND PROSPECTIVE INVESTORS SHOULD NOT MAKE ANY
INVESTMENT DECISION ON THE BASIS OF ITS CONTENTS. A PROSPECTUS IN RELATION TO
THE TRANSACTION REFERRED TO IN THIS ANNOUNCEMENT HAS BEEN PUBLISHED TODAY.
15 November 2022
UK SPAC plc
("UK SPAC" or the "Company")
Publication of Prospectus
General Meeting to Approve the Acquisition of Hellenic Dynamics Ltd
Fundraise of £1,125,000
Proposed Waiver of Rule 9 of the Takeover Code
Proposed Change of Name to Hellenic Dynamics plc
Proposed Issue of Convertible Loan Notes
Board Changes
Prospectus Publication
Further to previous announcements regarding the proposed reverse take-over of
the European medical cannabis cultivation company, Hellenic Dynamics Ltd
("Hellenic") (the "RTO" or the "Proposed Acquisition"), UK SPAC plc is pleased
to announce that the Financial Conduct Authority ("FCA") has approved its
prospectus to be issued in connection with:
· the terms of the Proposed Acquisition, pursuant to which the
consideration will be satisfied by the issue and allotment of 10,414,447,530
Ordinary Shares of £0.001 each ("Ordinary Shares") to the shareholders of
Hellenic Dynamics at a price of 0.3 pence each.
· the subscription for 250,000,000 new Ordinary Shares at a
subscription price of £0.003 each to raise £750,000 ("Subscription"),
subject to and conditional on Admission.
· the issue of unsecured convertible loan notes ("Loan Notes") raising
a further £375,000, the CLN Holder will be able to convert at a price of 0.3
pence and the subscription for the Loan Notes is conditional on Admission.
· the Company is expecting to raise gross proceeds of £1,125,000 from
a combination of the Subscription and the issue of the Loan Notes, subject to
and conditional upon Admission.
· the grant of 1,171,555,000 new options to members of the board,
management, and members of the advisory board, conditional on Admission.
· the grant of an aggregate total of 375,000,000 warrants to investors
participating in the Subscription and the subscription for Loan Notes (the
"Investor Warrants"), conditional upon Admission.
· proposed re-admission of the enlarged share capital of 12,530,000,000
Ordinary Shares to the standard listing segment of the Official List and to
trading on the London Stock Exchange's Main Market ("Admission"). The
Company has published the Prospectus and intend to re-apply for Admission as
the transaction constitutes a reverse takeover under the Listing Rules of the
FCA.
· the proposed appointment of existing directors of Hellenic Dynamics
as directors of the Company, Davinder Rai as Chief Executive Officer, Dr
Filippos Papadopoulos as Executive Director, Sir Anthony Jolliffe as
Non-Executive Chairman and Joseph Colliver as Non-Executive Director, and to
accept the resignation of Peter Jay, Nigel Brent Fitzpatrick and Simon
Grant-Rennick as directors of the Company with effect from completion of the
Transaction (which is subject to and conditional upon completion of the
Proposed Acquisition and Admission).
· a proposal to change the name of UK SPAC Plc to Hellenic Dynamics
plc, following Completion and Admission.
· the Prospectus includes a notice of a general meeting to be held the
offices of Hill Dickinson LLP at The Broadgate Tower, 20 Primrose Street,
London EC2A 2EW on 1 December 2022 at 10.00 a.m (the "General Meeting") to
approve certain resolutions required to, amongst other things, give effect to
the Proposed Acquisition and Fundraising. The resolutions include the Rule 9
Waiver required to be approved by Independent Shareholders voting on a poll.
Peterhouse Capital Limited ("Peterhouse") has acted as Financial Adviser and
Broker to UK SPAC PLC on the Transaction.
Hellenic Dynamics CEO, Davinder Rai, said: "Having begun this journey over
18 months ago, the publication of the prospectus and imminent admission to the
Main Market as the first medical cannabis cultivator is testament to the hard
work of all advisors and directors of both companies. We look forward to our
life as a public company and maintain our ambition to be the leading European
supplier of competitively priced, THC dominant, medical cannabis products to
patients."
UK SPAC Chairman, Peter Jay commented: "All stakeholders of both UK SPAC and
Hellenic realise that the last 18 months have been challenging and, at times
difficult. However, with the announcement today of the first successful UK
listing of a medical cannabis grower, all our efforts have been rewarded.
Having had a very long period of working alongside the Hellenic team and
getting to know them and to understand their business, we believe that the
company that was formerly Mountfield Group is now in very good hands and has
exciting prospects."
Availability of the Prospectus
The Prospectus is available online at www.ukspacplc.com (subject to
applicable securities laws) and a copy of the approved prospectus will be
uploaded by the Financial Conduct Authority to the National Storage
Mechanism.
General Meeting
Notice of General Meeting of the Company to be held at the offices of Hill
Dickinson LLP at The Broadgate Tower, 20 Primrose Street, London EC2A 2EW on 1
December 2022 at 10.00 a.m., will be posted to Shareholders.
Completion of the Acquisition is conditional upon the approval of all
resolutions to be tabled at the General Meeting. The resolutions include the
Rule 9 Waiver to be approved by Independent Shareholders voting on a poll. It
is expected that Admission will become effective and that dealings will
commence at 8.00 am on 5 December 2022.
As usual, the results of the General Meeting will be announced as soon as
practicable after it has taken place.
A copy of the Notice of General Meeting is set out in full below in this
announcement without material amendment or adjustment.
Fundraise
Conditional on Admission, the Company has raised gross proceeds of
£1,125,000, via a subscription and the issue of convertible loan notes (the
"Fundraising").
The Company has raised £750,000 from subscriptions, via the issue of
250,000,000 Ordinary Shares at a subscription price of 0.3 pence per share
(the "Subscription Shares"). The investors participating in the subscription
will be additionally issued with one warrant for every one Subscription Share
they subscribe for, at an exercise price of 0.3 pence (the "Subscription
Warrants").
The Company has raised £375,000 from the issue of Convertible Loan Notes to
Rami Ajami, an existing investor ("CLN Holder") in Hellenic Dynamics. The
CLN Holder will be able to convert the Convertible Loan Notes at a price of
0.3 pence per Ordinary Share, which would result in the issue and allotment of
125,000,000 new Ordinary Shares (the "Conversion Shares"). The CLN Holder
will be issued one warrant for every one Conversion Share at an exercise price
of 0.3 pence (the "CLN Warrants"). The terms of the CLN stipulate that if the
CLN Holder converts before the 9-month Anniversary of Admission, he will
receive 125,000,000 Top-Up Shares (as defined in the Prospectus) which will be
transferred from certain existing shareholders of Hellenic Dynamics.
UK SPAC is a company incorporated in England and Wales with company number
06374598. The Ordinary Shares are registered with ISIN GB00B3CQW227, SEDOL
code B3CQW22 and TIDM, conditional on Admission HELD.
On Admission, the expected value of the Enlarged Group will be approximately
£37,590,000.
Options
Subject to and conditional upon Admission, the Company has agreed to issue an
aggregate total of 1,171,555,000 options to members of the Board, management,
and advisers.
Vesting of the Options is subject to the satisfaction of certain Performance
Conditions more particularly described below (together the Performance
Conditions):
The First Performance Condition
The Company being issued a Production Licence and EOF approval for export, as
evidenced by the completion of the following steps:
• Completion of all remaining construction works
• Installation of all cultivation equipment
• Submission of all supporting documents to the
Ministry of Economy and Development, Health and Rural Development and Food.
• Formal issuance of the Facility Operational
License
• Completion of all required documents for EOF
approval
• Site visit from EOF (National Organization of
Medicine in Greece)
• Granting of export permit
• Approval of domestic products
• Issued by Specialist Scientific Committee on
Medicinal Cannabis End-Products (part of the EOF)
The Second Performance Condition
• The Issuance of EU-GMP certification for the
post-harvest area
• Issuance of GACP certification for all cultivation
areas
• First harvest of commercial THC dried Medical
Cannabis flowers
• Drying and packaging
• Full lab tests to ensure adherence to German
import requirements
• Completion of due diligence prior to drafting of
SPA
• Signed SPA with buyer
• Products to pass secondary tests in Germany
• Products released to authorized Medical Cannabis
distributor
Subject to the achievement of the first Performance Condition (as summarised
below), the option holder will be able to exercise 50 per cent of their total
options, subject to the Company confirming that the performance condition has
been satisfied and the option holder paying the relevant exercise price,
being, £0.001975 per option (the Option Exercise Price). The option holder
will be able to exercise 50 per cent. of their total options if the second
Performance Condition (as summarised below) is satisfied, subject to the
payment of the Option Exercise Price. The Performance Conditions are required
to be satisfied by not later than the second anniversary of Admission (the
Performance Period). If any circumstances arise such that the Board considers
that the Performance Conditions are no longer appropriate, the Board may vary
or waive the Performance Conditions in such manner as is reasonable and
produces a fairer measure of performance.
Option holders will be able to exercise their vested options at any time from
Admission (being the date of grant) and the fifth anniversary of Admission.
Set out below is a summary of the proposed option grants.
Name of New Option Holders Relationship with Company Number of New Options New Options as a percentage of Share Capital on Admission
Davinder Rai Director 250,600,000 2 %
Anthony Jolliffe Director 93,975,000 0.75 %
Joseph Colliver Director 62,650,000 0.5 %
Filipos Papadopoulos Director 62,650,000 0.5 %
Peter Homberg Advisory Board 62,650,000 0.5 %
Michael Bennett Advisory Board 25,060,000 0.2 %
Mike Barnes Advisory Board 25,060,000 0.2 %
Hannah Deacon Advisory Board 25,060,000 0.2 %
Toby Shillito Managerial Role 125,300,000 1 %
Amit Parhar Managerial Role 37,590,000 0.3 %
George Papadopoulos Managerial Role 250,600,000 2 %
Zoe Papadopoulos Managerial Role 25,060,000 0.2 %
Panagiotis Kalafatis Managerial Role 62,650,000 0.5 %
Olga Dichala Managerial Role 62,650,000 0.5 %
Total 1,171,555,000 9.35 %
Final Terms of the Acquisition
On 2 August 2021, the Company announced that they had entered into a binding
sale and purchase agreement with the shareholders of Hellenic Dynamics.
The Company announced the initial terms of the transaction on 2 August 2021
("SPA Announcement"). In particular, the consideration for the Acquisition
was expected to be £45.2m which was to be satisfied by the issue and
allotment of 9,578,937,499 in aggregate to the Sellers (such shares being
issued at an implied issue price of 0.472 pence each) and with the Company
having a minimum cash balance of £3.92m on completion. It is noted that the
funding for the Transaction was anticipated to be raised in part from an
exercise of warrants issued to investors as part of a previous fundraising
activities; the warrants in question have since lapsed and, therefore, there
is no requirement for any form of adjustment in the manner described within
the SPA Announcement.
In the period following the execution of the Agreement, it was noted that
market conditions have changed considerably. Reflecting a change in investor
sentiment, the parties to the Agreement mutually agreed that Hellenic Dynamics
was now valued at £31,243,342.59 and that the consideration for the
transaction would be satisfied by the issue and allotment of a total of
10,414,447,530 Consideration Shares to the Sellers on completion (such shares
having an implied issue price of £0.003).
On 14 November 2022, the parties entered into a deed of amendment for the
purpose of formalising certain amendments to the Agreement including, inter
alia, that the Company will have on Admission a minimum cash balance of
£2,626,600.
Completion of the transaction is now conditional upon, inter alia, the
approval of certain resolutions at the General Meeting of the Company
(described in this announcement) and Admission taking place on or 6 December
2022 ("Long Stop Date").
Proposed Appointments
The Company is also pleased to announce that Davinder Rai shall join the board
(the "Board") as CEO, Dr Filippos Papadopoulos as Executive Director, Anthony
Jolliffe as Non-Executive Chairman and Joseph Colliver as Non-Executive
Director, effective on Completion and Admission.
Davinder Rai, Chief Executive Officer (date of birth: September 1981)
(Proposed Director, will be appointed on Admission)
Davinder has over 10 years' experience as a partner at Levant Consultants LLP,
a single family office incorporated over 30 years ago, actively investing in
and operating businesses and interests with a focus on natural resources,
technology and entertainment, globally. Prior to Levant Davinder has held
senior board positions for a number of private and public companies spanning
Europe and North America. Having left university and following a short tenure
in marketing for brands such as Cartier and Harrods, Davinder went on to
become an independent commodities trader, specifically involved in the sale
and purchase of minerals from West Africa and Asia. Davinder has daily
interactions with global leaders and industry pioneers.
Dr. Filippos Papadopoulos, Executive Director (date of birth: March 1959)
(Proposed Director, will be appointed on Admission)
Dr. Filippos Papadopoulos holds a PhD from London School of Economics and M.A.
in International Relations from the University of Sussex; he is currently the
Director of the Strategic Project Management Office of the American Farm
School (AFS). In this capacity he is responsible for the two Agricultural
Entrepreneurship Centers run by AFS and oversees projects in over thirty
locations throughout Greece. In addition, he is coordinating EU- funded
research & innovation projects, the Internet of Food Alliance (InoFA)
cluster and oversees the AFS private LoRaWAN pilot network throughout Greece.
Building and managing multi-actor alliances between research institutes, civil
society organisations and the real economy is one of his core activities. His
fields of interest include Diffusion of Technical Innovation, Community of
Practice Building, Consumer Behaviour, Entrepreneurship, Organisational
Culture & Climate, Leadership and Management.
Sir Anthony Jolliffe, Non-executive Chairman (date of birth: August 1938)
(Proposed Director, will be appointed on Admission)
City accountant and international trade pioneer, Sir Anthony formed his own
accountancy practice in 1965 which he grew into a multinational operation with
offices in 44 countries and over 200 partners. Sir Anthony's global career
included many directorships of private and public companies in the UK,
USA, China, Japan, Canada and South America. After leading the sale of DHL
to Japan Airlines, Sir Anthony embarked on numerous business projects
in international trade, he was on the board of Walker Greenbank,
which currently trades on AIM as Sanderson Design Group PLC (SDG),
Sir Anthony has also been the chairman of Smart Pensions, which is authorised
and supervised by the Pensions Regulator. He was knighted GBE in 1982
and also holds the Knight Order of St. John, Order of Adbul Azziz -
Saudi Arabia, Order of Nepal, Order of the Orange - Netherlands, Hon
Doctor of science - City of London University and Hon Doctor of Music -
Guildhall school of music.
Some of his past public duties have included being the Lord Mayor of London,
Sheriff of London, President of the London Chamber of Commerce, Chairman of
the Police Dependants Trust, Chairman of Stoke Mandeville Hospitals and
Treasurer and Vice President of the European League for Economic
Co-operation.
Joseph Colliver, Non-executive Director (date of birth: March 1980) (Proposed
Director, will be appointed on Admission)
A qualified Fellow Chartered Accountant with regulatory, commercial and
management consulting experience. Previously CFO of Sativa Group Inc. a
life sciences company in the CBD wellness and medical cannabis space.
Sativa was listed on the AQSE in London, the CSE in Canada and also on the
OTC (USA) and Frankfurt Stock Exchange. At Sativa, Joseph was accountable for
financial, statutory and regulatory reporting, and executed the reverse
takeover of Stillcanna Inc, via a scheme of arrangement, leading the scheme
documentation in the UK, Canadian statutory filings, POCA opinion, compliance
with The Take Over Panel code, deal due diligence and engagement with the
share registrar. In addition to the financial reporting requirements in the
UK and Canada including publishing Annual Report and Accounts, filing
Quarterly Statements and obtaining clean audit opinions, other regulatory
milestones that Joseph was accountable for included securing a Home Office
medical cannabis cultivation licence, ISO 17025 accreditation (in his role
as MD of PhytoVista Laboratories), leading the Group's Novel Food submission
to the Food Standards Agency, GMP and HACCP accreditation, and liaising with
regulators such as the Medicines and Healthcare products Regulatory Agency
(MHRA), Home Office and Trading Standards.
Before joining Sativa, Joseph was a Director of Consulting at Kantar
Consulting, part of WPP plc ("WPP") which advises Retail, Sales and Shopper
clients on enhancing their commercial capability and the commercial
competency of their staff. Prior to this, Joseph was Chief Financial Officer
and board member at WPP's Kantar Futures, which advises its clients on
enhancing profit through change and shaping strategy. Here, Joseph was
accountable for financial performance, managing a global finance team. From
2012 - 2015 Joseph was Global Commercial Director of WPP's Kantar subsidiary
Taylor Nelson Sofres, a $1.8 billion turnover marketing agency. Before
joining WPP, Joseph was an Audit Senior at Mazars LLP, where he qualified as
an Accountant with the Institute of Chartered Accountants in England and
Wales (ICAEW), being made a Fellow in 2018.
Listing Rule 9.6.13R
Name of Director Current directorships and or partnerships Previous directorships and or partnerships
Davinder Rai - Campus Society Ltd. - Campus Worldwide Limited.
- Female Tribes Ltd. - Kanabex Ltd.
- Kanabi Ltd. - Connectt Ltd
- Kard Group Ltd. - Oxford Cannabinoid Therapeutics Ltd.
Filippos Papadopoulos - F. Papadopoulos & Son
- Oikistiki Ltd.
Anthony Jolliffe - Rockfeller Property & Investment Trust Ltd. - Cork Gully Foundation
- Management for Industry Holdings Ltd. - Pall Mall Financial Services Limited
- Management for Industry Ltd. - Seeba Limited
- Eij Properties Ltd. - Smart Pension Ltd.
- The Saints and Sinners Trust Ltd. - Spearhead Europe Limited
- General Mediterranean Holding SA, SPF - The Rix-Thompson Rothenberg Foundation
Joseph Colliver - Colliver Advisory Ltd - Sativa Wellness Group Inc.
- Psych Capital Plc - Sativa Group Ltd.
- Sativa Germany GmbH - Sativa Cultivation and Extraction Ltd.
- Olimax 196 tsp. z o.o
- Borganic Consulting Inc.
- Blood Matters Ltd.
- Sativa Wellness Ltd
- Phytovista
- Laboratories Ltd.
- GoodBody Botanicals Ltd.
- Tessellate Collective Ltd.
- GoodBody and Blunt Ltd.
- Sativa Investments Ltd.
- GoodBody Wellness Ltd.
- George Botanicals Ltd.
- Sativa Cosmetics Ltd.
- Headlight Vision Ltd.
- Henley Centre Headlight Vision Ltd.
There are no other matters which require disclosure under Listing Rule
9.6.13R.
Application will be made for the enlarged share capital to be re-admitted to a
Standard Listing on the Official List. Trading in the shares on the Standard
List are subject to the resolutions being approved at the General Meeting and
Admission.
For further information, please visit www.ukspacplc.com or contact the
following:
UK SPAC plc
Tel: +44 (0)20 7469 0930
Peter Jay
Hellenic Dynamics Ltd
davinder@hellenicdynamics.com
Davinder Rai
Peterhouse Capital Limited (Financial Adviser)
Tel: +44 (0)20 7220 9795
Guy Miller / Lauren Riley
Peterhouse Capital Limited (Corporate Broker)
Lucy Williams / Charles Goodfellow
Notes
Founded in 2019 Hellenic Dynamics is a private Greek company specifically
focused on the cultivation and supply of THC dominant strains of medical
cannabis flowers, destined for the growing medical cannabis markets
across Europe. Hellenic Dynamics' core strategy is to develop and operate
its 40,000 square meter active cultivation licence from its 195,506
square meter facility located near Thessaloniki in Northern Greece. In full
production Hellenic Dynamics is capable of producing over 54,000 kg of dried
flowers per annum.
Hellenic Dynamics will take advantage of its relatively low cost base
resulting from a comparatively low cost of power, having its own running
water supply and the labour rates for skilled and semi-skilled labour in
Northern Greece.
25 European countries that now allow medical cannabis via prescription and
the European medicinal cannabis market is expected to reach €43.3 billion
per annum by 2027. Sales of Hellenic Dynamics' dried THC-dominant cannabis
flowers and extracts are initially intended for export into Europe's largest
market - Germany, in addition to other European markets including domestically
in Greece.
As the first medical cannabis cultivator to obtain a Main Market listing,
Hellenic is significantly different to the number of CBD (Cannabidiol) related
companies that have appeared over the recent years. Hellenic cultivates THC
(Tetrahydrocannabinol) dominant medical cannabis flowers. THC-dominant
medical cannabis products are only available via a medical prescription and
have been approved for use in the UK, plus 24 other European countries for
conditions including but not limited to chronic pain, intractable
chemotherapy-related nausea, PTSD, Anxiety, Insomnia, Tourette's syndrome,
substance use disorder, Multiple Sclerosis, IBS, spinal cord treatment, lack
of appetite due to HIV/AIDS, Cachexia, Anorexia and Glaucoma.
No offer of securities
This announcement and the Prospectus do not constitute or form part of any
offer or invitation to purchase, acquire, subscribe for, sell, dispose of or
issue, or any solicitation of any offer to sell, dispose of, purchase, acquire
or subscribe for, any security, including any UK SPAC plc shares to be issued
in connection with the Transaction. In particular, the UK SPAC plc shares to
be issued in connection with the Transaction have not been and will not be
registered under the US Securities Act of 1934 (as amended) and may not be
offered or sold in the US absent registration or an applicable exemption from
the registration requirements of the US Securities Act of 1934 (as amended).
Important notices relating to advisers
Peterhouse Capital Limited ("Peterhouse"), which is authorised and regulated
by the Financial Conduct Authority, is acting as adviser to UK SPAC plc and no
one else in connection with the Transaction and the matters set out in this
announcement and the Prospectus. In connection with such matters, Peterhouse,
its affiliates, and its or their respective directors, officers, employees and
agents will not regard any other person as their client, nor will they be
responsible to any other person for providing the protections afforded to
their clients or for providing advice in relation to the Transaction or the
contents of this announcement or the Prospectus, or any matter referred to
therein.
Forward-looking statements
This announcement and the Prospectus (including information incorporated by
reference into the Prospectus), oral statements made regarding the
Transaction, UK SPAC, Hellenic Dynamics and following completion of the
Transaction, the combined businesses of UK SPAC and Hellenic Dynamics, and
other information published in connection therewith, contain statements which
are, or may be deemed to be, "forward-looking statements". Although UK SPAC
believes that the expectations reflected in such forward-looking statements
are reasonable, UK SPAC can give no assurance that such expectations will
prove to be correct.
Transaction conditions
Completion of the Transaction is subject to the satisfaction of certain
conditions as more fully described in the Prospectus. Consequently, there can
be no certainty that completion of the Transaction will be forthcoming.
Transmission of this announcement and the Prospectus
Neither this announcement, the Prospectus, nor any copy of either of them may
be taken or transmitted directly or indirectly into or from any jurisdiction
where to do so would constitute a violation of the relevant laws or
regulations of such jurisdiction. Any failure to comply with this restriction
may constitute a violation of such laws or regulations. Persons into whose
possession this announcement, the Prospectus or other information referred to
therein comes, should inform themselves about, and observe, any restrictions
in such laws or regulations.
Compliance with laws
This announcement and the Prospectus have been prepared for the purpose of
complying with the applicable laws and regulations of the United Kingdom and
information disclosed may not be the same as that which would have been
disclosed if this announcement or the Prospectus had been prepared in
accordance with the laws and regulations of jurisdictions outside the United
Kingdom.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Publication and posting of this Circular 14 November 2022
Latest time and date for receipt of Forms of Proxy 10.00 a.m. on 29 November 2022
General Meeting 10.00 a.m. on 1 December 2022
Completion of the Acquisition 5 December 2022
Re-admission of the Enlarged Issued Share Capital 5 December 2022
The times and dates set out above may be adjusted by the Company in
consultation with the Financial Conduct Authority and the London Stock
Exchange PLC, in which event details of the new times and dates will be
notified via a Regulatory Information Service. All references in this
Document to times are to London (GMT) time unless otherwise stated.
NOTICE OF GENERAL MEETING
Notice is hereby given that a general meeting of the Company will be held at
10 a.m. on 1 December 2022 at the offices of Hill Dickinson LLP at The
Broadgate Tower, 20 Primrose Street, EC2A 2EW, London, United Kingdom, to
consider and, if thought fit, pass resolutions 1, 2, and 3 as Ordinary
Resolutions and resolutions 4, 5, and 6 as Special Resolutions, as set out
below.
Please note that this notice relates to a prospectus published by the Company
on the date of this notice (the "Prospectus"), of which this notice forms part
and, unless the context specifically requires a different interpretation be
applied, capitalised terms referred to in the resolutions (below) are set out
in Part XIII of the Prospectus.
ORDINARY RESOLUTIONS
1. THAT the waiver granted by the Panel on Takeovers and Mergers of the
obligation that would otherwise arise for the members of the Kanabi Concert
Party to make a general offer to shareholders of the Company pursuant to Rule
9 of the City Code on Takeovers and Mergers arising from (i) the issue of the
Concert Party Shares on Admission; and (ii) the exercise of the Concert Party
Options or the Concert Party Warrants granted in connection with Admission be
and is hereby approved.
2. THAT subject to passing of Resolution 1, the Directors be generally
and unconditionally authorised pursuant to section 551 of the Companies Act
2006 ("CA 2006"), to exercise all powers of the Company to allot shares in the
Company, and grant rights to subscribe for or to convert any security into
shares of the Company ("Rights") up to an aggregate nominal amount of
£15,000,000, in connection with: (a) the issue and allotment of
10,677,780,863 New Ordinary Shares (representing, the Consideration Shares,
the Fee Shares and the Subscription Shares) on Admission; (b) the grant of
1,171,555,000 New Options; (c) the grant of the unsecured Convertible Loan
Notes valued at £375,000 capable of being converted into a total of
125,000,000 Ordinary Shares; (d) the grant of 125,000,000 CLN Warrants; and
(e) the grant of 250,000,000 Subscription Warrants, which shall expire on the
fifth anniversary of Admission, save that the Company may before such expiry
make an offer or agreement which would or might require the equity securities
to be allotted after such expiry and the directors may allot equity securities
in pursuance of such offer or agreement as if the authority conferred hereby
had not expired.
3. THAT subject to passing of Resolution 1 and Resolution 2, and
strictly conditional upon the occurrence of Admission, the Directors be
generally and unconditionally authorised pursuant to section 551 of the
Companies Act 2006 ("CA 2006"), to exercise all powers of the Company to allot
shares in the Company, and grant rights to subscribe for or to convert any
security into shares of the Company ("Rights") up to an aggregate nominal
amount representing 33 per cent. of the nominal value of the Company's entire
issued share capital on Admission, provided that this authority shall, unless
renewed, varied or revoked by the Company expire on the date of the Company's
first annual general meeting following Admission or otherwise, the date
falling eighteen months from the date of the approval of this Resolution, save
that the Company may before such expiry make an offer or agreement which would
or might require shares to be allotted or Rights to be granted and the
Directors may allot shares or grant Rights in pursuant of such an offer or
agreement notwithstanding that the authority conferred by this resolution has
expired.
SPECIAL RESOLUTIONS
4. THAT subject to the passing of Resolution 2 above and in accordance
with section 571 of the Companies Act 2006, the Directors be and are hereby
given the power to allot equity securities (as defined in section 560 of the
CA 2006) pursuant to the authority conferred by Resolution 2 above as if
section 561(1) of the CA 2006 did not apply to any such allotment, provided
that the power granted by this resolution shall (unless previously revoked,
varied or renewed) expire when the authority conferred by Resolution 2 (above)
shall expire, save that the Company may before such expiry make an offer or
agreement which would or might require the equity securities to be allotted
after such expiry and the Directors may allot equity securities in pursuant of
such an offer or agreement as if the power conferred hereby had not been
revoked.
5. THAT, subject to the passing of Resolution 3, the Directors of the
Company be and they are hereby empowered pursuant to allot equity securities
for cash (as defined in section 560 of the CA 2006) pursuant to the
authorities conferred by Resolution 3 as if section 561 of the CA 2006 did not
apply to any such allotment, save that this power shall:
a. be limited to the allotment of equity securities or otherwise and
grant rights to subscribe for or to convert any security into shares of the
Company up to a nominal amount representing 10 per cent of the Company's
entire issued share capital on Admission; and
b. will expire when the authority conferred by Resolution 3 (above)
shall expire, save that the Company may before such expiry make an offer or
agreement which would or might require the equity securities to be allotted
after such expiry and the Directors may allot equity securities in pursuant of
such an offer or agreement as if the power conferred hereby had not been
revoked.
6. THAT conditional upon Admission, the name of the Company be changed
to "HELLENIC DYNAMICS PLC" and that the Company's memorandum and articles of
association be amended to reflect such change of name.
BY ORDER OF THE BOARD
Registered Office Address:
80 Cheapside
London
EC2V 6EE
Yours sincerely
Peter Jay
Executive Chairman
Notes to the Notice of the General Meeting:
1. A member of the Company entitled to attend, speak and vote at the
meeting convened by this notice may appoint one or more proxies to attend,
speak and vote in his place. A proxy need not be a member of the Company.
A form of proxy is enclosed for use at this meeting.
2. Completing and returning a form of proxy does not preclude a member
from attending and voting at the Meeting.
3. You can register your vote(s) for the General Meeting either:
a. by post or by hand to SLC Registrars, P.O. Box 5222, Lancing, BN99
9FG using the proxy form accompanying this notice;
b. by scanning a signed copy and emailing this to
proxy@slcregistrars.com;
c. in the case of CREST members, by utilising the CREST electronic
proxy appointment service in accordance with the procedures set out in notes
4-8 below.
In order for a proxy appointment to be valid the proxy must be received by
Share Registrars Limited by 10 a.m. on 29 November 2022.
4. CREST members who wish to appoint a proxy or proxies through the
CREST electronic proxy appointment service may do so for the general meeting
and any adjournment(s) thereof by using the procedures, and to the address,
described in the CREST Manual (available via www.euroclear.com/CREST) subject
to the provisions of the Company's articles of association. CREST personal
members or other CREST sponsored members, and those CREST members who have
appointed a voting service provider(s), should refer to their CREST sponsor or
voting service provider(s), who will be able to take the appropriate action on
their behalf.
5. In order for a proxy appointment or instruction made using the CREST
service to be valid, the appropriate CREST message (a "CREST Proxy
Instruction") must be properly authenticated in accordance with Euroclear UK
and International Limited's ('Euroclear') specifications and must contain the
information required for such instructions, as described in the CREST Manual.
6. The message, regardless of whether it constitutes the appointment of
a proxy or an amendment to the instruction given to a previously appointed
proxy, must, in order to be valid, be transmitted so as to be received by the
issuer's agent (7RA01) by the latest time(s) for receipt of proxy appointments
specified in the notice of the general meeting. For this purpose, the time of
receipt will be taken to be the time (as determined by the time stamp applied
to the message by the CREST Applications Host) from which the issuer's agent
is able to retrieve the message by enquiry to CREST in the manner prescribed
by CREST. After this time any change of instructions to proxies appointed
through CREST should be communicated to the appointee through other means.
7. CREST members and, where applicable, their CREST sponsors or voting
service provider(s) should note that Euroclear does not make available special
procedures in CREST for any particular messages. Normal system timings and
limitations will therefore apply in relation to the input of CREST Proxy
Instructions. It is the responsibility of the CREST member concerned to take
(or, if the CREST member is a CREST personal member or sponsored member or has
appointed a voting service provider(s), to procure that his CREST sponsor or
voting service provider(s) take(s)) such action as shall be necessary to
ensure that a message is transmitted by means of the CREST system by any
particular time. In this connection, CREST members and, where applicable,
their CREST sponsors or voting service provider(s) are referred, in
particular, to those sections of the CREST Manual concerning practical
limitations of the CREST system and timings.
8. The Company may treat as invalid a CREST Proxy Instruction in the
circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities
Regulations 2001.
9. For the purposes of determining who is entitled to attend or vote
(whether on a show of hands or a poll) at the meeting a person must be entered
on the register of members not later than 6.30pm on 29 November 2022, or if
the meeting is adjourned, you must be entered on the register at 6.30pm on the
date which is two days prior to the date of any adjourned meeting.
10. In the case of joint holders of shares, the vote of the senior who
tenders a vote, whether in person or by proxy, will be accepted to the
exclusion of the other joint holder(s) and for this purpose seniority will be
determined by the order in which the names stand in the register of members of
the Company in respect of the relevant joint holding.
11. You may appoint more than one proxy provided each proxy is appointed to
exercise rights attached to different shares. You may not appoint more than
one proxy to exercise rights attached to any one share. To appoint more than
one proxy, you may photocopy this form. Please indicate the proxy holder's
name and the number of shares in relation to which they are authorised to act
as your proxy (which, in aggregate, should not exceed the number of shares
held by you). Please also indicate if the proxy instruction is one of multiple
instructions being given. All forms must be signed and should be returned
together.
As at the close of business on 11 November 2022 (the last business day prior
to the publication of this notice), the Company's issued ordinary share
capital comprised 1,852,219,137 Ordinary Shares. Each Ordinary Share carries
the right to one vote at a general meeting of the Company and, therefore, the
total number of voting rights in the Company as at the time and date given
above is 1,852,219,137.
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