REG - Nuformix PLC - Posting of Circular and Notice of General Meeting

NuformixAnnouncement

17/01/2022 10:00

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RNS Number : 6571Y  Nuformix PLC  17 January 2022

17 January 2022

 

Nuformix plc

("Nuformix" or the "Company")

 

Posting of Circular and Notice of General Meeting

 

Nuformix plc (LSE: NFX), a pharmaceutical development company targeting unmet
medical needs in fibrosis and oncology via drug repurposing, announces that
further to the announcement made on 14 December 2021 in respect of the
conditional subscription to raise £1.65 million with Lanstead Capital
Investors L.P., a circular to shareholders and a notice of general meeting has
been sent to shareholders and is available on the Company's website at:
www.nuformix.com (http://www.nuformix.com) .

 

The general meeting will be held at 6th Floor, 60 Gracechurch Street, London,
EC3V 0HR at 10.00 a.m. on 31 January 2022.

 

The letter from the Chairman has been extracted from the circular and is
reproduced in full below.

 

Enquiries

 

 Nuformix plc                                        via Walbrook
 Dr Alastair Riddell, Executive Chairman

 Allenby Capital Limited                             +44 (0) 20 3328 5656
 Nick Athanas / George Payne (Corporate Finance)
 Stefano Aquilino / Matt Butlin (Sales and Corporate Broking)

 Walbrook PR       nuformix@walbrookpr.com or +44 (0)20 7933 8780
 Anna Dunphy / Phillip Marriage      Tel: +44 (0)7876 741 001 / +44 (0)7867 984 082

 

 

 

About Nuformix

 

Nuformix is a pharmaceutical development company targeting unmet medical needs
in fibrosis and oncology via drug repurposing. The Company aims to use its
expertise in discovering, developing and patenting novel drug forms, with
improved physical properties, to develop new products in new indications that
are, importantly, differentiated from the original (by way of dosage, delivery
route or presentation), thus creating new and attractive commercial
opportunities. Nuformix has an early-stage pipeline of preclinical and Phase
I-ready assets with potential for significant value and early licensing
opportunities.

 

 

 

Extracts from the Circular

 

(The information below has been extracted from the Circular without amendment.
Therefore, references to pages or paragraphs below refer to the relevant pages
or paragraphs of the Circular.)

 

1.     INTRODUCTION

On 14 December 2021, the Company announced that it had raised £1.65 million
through the conditional subscription by Lanstead for 110,000,000 Ordinary
Shares at a price of 1.5 pence per Ordinary Share together with related
sharing agreements. The Lanstead Subscription is designed to be completed in
two tranches. The first tranche (as described in more detail below) was
completed in December 2021 under existing authorities. Subject to the approval
of shareholders for the additional authorities sought under the Resolutions,
together with the Company not being required to issue a prospectus for the
admission of the Second Subscription Shares to trading on the London Stock
Exchange, the Directors now intend to proceed with the second tranche of the
Lanstead Subscription, being the Second Subscription. The net proceeds of the
Second Subscription will be used by the Company to continue to evaluate and
advance the current opportunities which are under active consideration by the
Group, further details of which are set out below.

 

The issue price of the Second Subscription Shares and Second Value Payment
Shares represents a premium of 27.7 per cent. to the closing middle market
price of 1.175 pence per Existing Ordinary Share on the Latest Practicable
Date. The Second Subscription Shares and Second Value Payment Shares will
represent 13.21 per cent. of the Enlarged Share Capital (assuming no other
issuances of new Ordinary Shares prior to Admission).

 

The Second Subscription is conditional on the Company obtaining approval from
its Shareholders to grant the Board authority to allot the Second Subscription
Shares and Second Value Payment Shares and to disapply statutory pre-emption
rights which would otherwise apply to the allotment of those shares.

 

The purpose of this document is to provide you with details of, and the
reasons for the Second Subscription, and why the Directors believe it to be in
the best interests of the Company and its Shareholders and, further, why they
recommend that you vote in favour of the Resolutions. The Directors intend to
vote in favour of the Resolutions in respect of their legal and/or beneficial
shareholdings amounting, in aggregate, to 1,250,000 Ordinary Shares
representing approximately 0.2 per cent. of the Existing Ordinary Shares.

 

Your attention is drawn to the Notice of General Meeting contained at the end
of this Circular and paragraphs 6 and 7 of this letter which explain the
purpose of the General Meeting and the action to be taken by you in relation
to the General Meeting.

 

Shareholders should be aware that, if the Resolutions are not passed the net
proceeds of the Second Subscription will not be received by the Company.
Should the Company be unable to raise additional capital in sufficient amounts
and on terms acceptable to the Company, the Company would need to pursue
additional or alternative funding sources which, if they are available at all,
may be expensive and/or onerous for the Company and could risk leading to
substantial dilution for Shareholders. Furthermore should the Second
Subscription not proceed and alternative funding was not obtained this may
require the Company to significantly delay, scale back or discontinue certain
initiatives.

 

Accordingly, the Board believes that it is vital that Shareholders vote in
favour of the Resolutions at the General Meeting.

 

2.     BACKGROUND TO AND REASONS FOR THE SECOND SUBSCRIPTION AND USE OF PROCEEDS

The encouraging results from the set of pre-clinical studies recently
announced on NXP002 and NXP004 have increased the Board's confidence in the
prospects for its products. These prospects will be further enhanced by
further pre-clinical development, including formulation work, toxicology
studies and regulatory preparations for Phase I trials. In parallel, business
development discussions with prospective partners will help further refine
these plans and increase the likelihood of successful deals. The Company's
existing resources are not sufficient to support all the work required to make
NXP002 Phase I ready. The Lanstead Subscription will provide regular monthly
funds over a period of 20 months (commencing approximately three months after
the date of admission of the First Subscription Shares) which the Board of
Nuformix believe should cover these pre-clinical activities.

 

A significant factor in Nuformix's decision to enter into the Second
Subscription is that the Second Sharing Agreement provides the opportunity for
the Company to benefit from positive future share price performance. There is
no upper limit placed on the additional proceeds receivable by the Company as
part of the monthly settlements and the amount available in subsequent months
is not affected. Whilst the Company notes that the Company's mid-market share
price of 1.175 pence as at the Latest Practicable Date is presently below the
issue price of 1.5 pence and the corresponding risk that Nuformix's share
price remaining below the Benchmark Price (being 2.0 pence) would reduce the
amount of proceeds received from the Second Subscription, as explained below,
the Directors expect the Company's pre-clinical progress of its products and
business development strategy to make considerable positive advances over the
16-month term of the Second Sharing Agreement. If these advances are
successful, and if the success of these advances is reflected in Nuformix's
share price, the Company expects the proceeds to be received back from
Lanstead to exceed the amount pledged under the Second Sharing Agreement
although there can be no guarantee that this outcome will occur.

 

Use of Proceeds

The Second Subscription proceeds will be pledged to Lanstead under the Second
Sharing Agreement pursuant to which the Company is entitled to receive back
those proceeds on a pro rata monthly basis over a period of 16 months
commencing one month following the receipt of the final settlement due under
the First Sharing Agreement, subject to adjustment upwards or downwards each
month depending on the Company's share price at the time.

 

The net proceeds of the Second Sharing Agreement received by the Company will
be used primarily to provide funding for:

•       Further research and development activities on its main assets
NXP002 and NXP004;

•       Business development activities with potential licensees for
both assets; and

•       General working capital.

 

3.     CURRENT TRADING AND OUTLOOK

The Company continues with its plans to develop NXP002 to be a valuable
out-licensing asset as an inhaled new formulation of Tranilast for the
treatment of idiopathic pulmonary fibrosis. Without the funds agreed from the
Lanstead Subscription these plans will be restricted and the value of the
asset for shareholders likely to be negatively impacted by the reduced level
of supporting data available for potential licensees.

 

The Company is also building its intellectual property position in support of
NXP004 a new version of a significant anti-cancer agent in use for a variety
of cancers with annual sales in excess of $1 billion. The continuing pursuit
of international patent filings by its US based patent agent will also require
the extra funds that the Lanstead Subscription is expected to provide. Once
obtained NXP004 will be a valuable asset for out-licensing.

 

To ensure the successful outcome of the above potential licensing discussions
the company has commenced a search for a Business Development Director and a
potential new Chief Executive to replace Anne Brindley who resigned. In the
interim I moved to being Executive Chairman, as announced on 9 November 2021,
with a significant increase in my time commitment to the Company.

 

The Company continues to use expert outside consultants for its intellectual
property, project management and pre-clinical development operations using
high quality contract research and manufacturing organisations in support of
NXP002 and NXP004.

 

4.     THE SECOND SUBSCRIPTION

The Company announced the Lanstead Subscription on 14 December 2021, which was
designed to be conducted in two tranches. To effect the first tranche, the
Company entered into a subscription agreement with Lanstead in December 2021,
pursuant to which 22,000,000 Ordinary Shares were issued to Lanstead at 1.5
pence per share for an aggregate subscription price of £330,000 before
expenses and a further 2,000,000 First Value Payment Shares were issued in
consideration of Lanstead entering into the First Sharing Agreement. The First
Subscription proceeds of £330,000 were then pledged to Lanstead under a
sharing agreement, as detailed in the announcement dated 14 December 2021.
Dealings in the First Subscription Shares commenced at 8.00am on 17 December
2021.

 

The Directors intend to now proceed with the second tranche of the Lanstead
Subscription. The Second Subscription consists of the issue of 88,000,000
Second Subscription Shares which will be issued to Lanstead at 1.5 pence per
share for an aggregate subscription price of £1,320,000 before expenses, and
a further 5,700,000 Second Value Payment Shares which will be issued in
consideration of Lanstead entering into the Second Sharing Agreement (as
detailed below).

 

As with the First Subscription, the proceeds of £1,320,000 received from the
issue of the Second Subscription Shares will be pledged to Lanstead under a
Sharing Agreement under which Lanstead will then make, subject to the terms
and conditions of that Sharing Agreement, monthly settlements (subject to
adjustment upwards or downwards) to the Company over 16 months, as detailed
below.

 

As a result of entering into the First Sharing Agreement and the Second
Sharing Agreement the aggregate amount received by the Company under the
Lanstead Subscription may be more or less than £1,650,000, as further
explained below.

 

The Second Subscription is conditional, inter alia, on approval of the
Resolutions at the General Meeting, on Admission, and on there being: (i) no
requirement for the publication of a prospectus in relation to the Second
Subscription, (ii) no breach of certain customary warranties given by the
Company to Lanstead at any time prior to Admission; and (iii) no force majeure
event occurring prior to Admission.

 

The Company currently anticipates that, subject to the approval of the
Company's shareholders at the General Meeting, the Second Subscription Shares
and Second Value Payment Shares will be issued in April 2022. The Second
Subscription Shares and Second Value Payment Shares will rank pari passu with
the Existing Ordinary Shares and application will be made to the London Stock
Exchange and the Financial Conduct Authority for Admission.

 

5.     THE SECOND SHARING AGREEMENT

As part of the Lanstead Subscription, the Company has entered into sharing
agreements with Lanstead, pursuant to which Nuformix will pledge the gross
proceeds of the Lanstead Subscription to Lanstead. The sharing agreements will
enable the Company to share in any share price appreciation over the Benchmark
Price. However, if the Company's share price is less than the Benchmark Price
then the amount received by the Company under the sharing agreements will be
less than the gross proceeds of the Lanstead Subscription which were pledged
by the Company to Lanstead at the outset.

 

The First Sharing Agreement provides that the Company, in return for pledging
the £330,000 proceeds from the First Subscription Shares, will receive four
equal monthly settlement amounts as measured against the Benchmark Price. The
monthly settlement amounts for the First Sharing Agreement are structured to
commence approximately three months following 17 December 2021.

 

The Second Sharing Agreement provides that the Company, in return for pledging
the £1,320,000 proceeds from the Second Subscription Shares, will receive 16
equal monthly settlement amounts as measured against the Benchmark Price. The
monthly settlement amounts for the Second Sharing Agreement are structured to
commence one month following the receipt of the final settlement due under the
First Sharing Agreement.

 

The amounts received under the sharing agreements are calculated as follows:
If the Measured Price, calculated as the average of each day's volume weighted
share price of the Company's Ordinary Shares over a 20 day period prior to the
monthly settlement date, exceeds the Benchmark Price, the Company will receive
more than 100 per cent. of that monthly settlement due on a pro rata basis
according to the excess of the Measured Price over the Benchmark Price. There
is no upper limit placed on the additional proceeds receivable by the Company
as part of the monthly settlements and the amount available in subsequent
months is not affected. Should the Measured Price be below the Benchmark
Price, the Company will receive less than 100 per cent. of the monthly
settlement calculated on a pro rata basis and the Company will not be entitled
to receive the shortfall at any later date.

 

For example, if on a monthly settlement date the calculated Measured Price
exceeds the Benchmark Price by 10 per cent., the settlement on that monthly
settlement date will be 110 per cent. of the amount due from Lanstead on that
date. If on the monthly settlement date the calculated Measured Price is below
the Benchmark Price by 10 per cent., the settlement on the monthly settlement
date will be 90 per cent. of the amount due on that date. Each settlement as
so calculated will be in final settlement of Lanstead's obligation on that
settlement date.

 

Assuming the Measured Price equals the Benchmark Price on the date of each and
every monthly settlement, Nuformix would receive aggregate proceeds of £1.65
million (before expenses) from the Lanstead Subscription.

 

The Company has agreed to pay Lanstead's legal costs incurred in the Lanstead
Subscription and in entering into the First Sharing Agreement and Second
Sharing Agreement and, in addition, agreed to issue to Lanstead 2,000,000
First Value Payment Shares in connection with entering into the First Sharing
Agreement and 5,700,000 Second Value Payment Shares in connection with
entering into the Second Sharing Agreement. The Second Value Payment Shares
are expected to be issued in April 2022 at the same time as the issuance of
the Second Subscription Shares.

 

In no event will fluctuations in the Company's share price result in any
increase in the number of Subscription Shares issued by the Company or
received by Lanstead. A decline in the Company's share price would not result
in any advantage accruing to Lanstead and the sharing agreements allow both
Lanstead and the Company to benefit from future share price appreciation.

 

In total, assuming the issue of the Second Subscription Shares and the Second
Value Payment Shares, Lanstead will have been issued with 117,700,000 new
Ordinary Shares pursuant to the Lanstead Subscription which, when issued, will
equate to approximately 16.59 per cent. of the Enlarged Share Capital.

 

No shares, warrants or additional fees are owed to Lanstead at any point
during this agreement other than those disclosed above.

 

6.     RESOLUTIONS

The Company currently does not have sufficient authority to allot Ordinary
Shares under the Act to effect the Second Subscription. Accordingly the
Resolutions, summarised below, are being proposed at the General Meeting to
ensure that the Directors have sufficient authority to allot the Second
Subscription Shares and Second Value Payment Shares on a non-pre-emptive
basis.

 

Resolution 1:

Resolution 1, which will be proposed as an ordinary resolution, is to
authorise the Directors to allot the Second Subscription Shares and Second
Value Payment Shares in connection with the Second Subscription, provided that
such authority shall expire on the date falling 12 months after the date of
the resolution or on the date of the next annual general meeting of the
Company, whichever is the earlier.

 

Resolution 2:

Resolution 2, which will be proposed as a special resolution and which is
conditional upon the passing of Resolution 1, disapplies Shareholders'
statutory pre-emption rights in relation to the issue of the Second
Subscription Shares and Second Value Payment Shares pursuant to the Second
Subscription, provided that such authority shall expire on the date falling 12
months after the date of the resolution or on the date of the next annual
general meeting of the Company, whichever is the earlier.

 

7.     ACTION TO BE TAKEN

The Company continues to closely monitor the COVID-19 situation, including UK
Government legislation and guidance, and will continue to do so in the lead up
to the General Meeting. The health of our Shareholders, employees and
stakeholders is extremely important to us.

 

It is the intention of the Directors that the General Meeting will be held at
6th Floor, 60 Gracechurch Street, London, EC3V 0HR on 31 January 2022, as
advertised and contained in the notice set out at the end of this document and
that shareholders shall have the right to attend, speak and vote at the
meeting if they so wish.

 

However, in view of UK Government guidance, and in the interests of
shareholders' own safety and the safety of others, Shareholders are strongly
encouraged to therefore appoint the 'Chairman of the General Meeting' as their
proxy and to submit their votes on the Resolutions as early as possible.
Instructions for submitting proxy votes are contained below and in the notice
of meeting set out at the end of this Circular.

 

Due to the COVID-19 situation, the Directors have taken the decision that
voting on the Resolutions at the General Meeting will be taken on a poll,
rather than a show of hands, to ensure that Shareholders' proxy votes are
recognised.

 

If shareholders still wish to attend the General Meeting in person, they are
strongly advised to wear a face covering at the meeting (unless they are
exempt) and to take other appropriate precautions to protect themselves and
other attendees.

 

The General Meeting will be run in accordance with applicable legal and public
health requirements. In the event that further disruption to the General
Meeting becomes unavoidable, the Company will announce any changes to the
meeting (such as timing or venue) as soon as practicably possible through the
Company's website and an announcement via a Regulatory Information Service.

 

Please submit your vote by proxy electronically using Link Group's Signal
Shares share portal service at www.signalshares.com
(http://www.signalshares.com/) or in hard copy form if you request a hard copy
Form of Proxy from the Company's registrar, Link Group or using the CREST
proxy voting service.

 

In order to be valid, proxy appointments must be submitted using Link Group's
Signal Shares share portal service by no later than 10.00 a.m. on 27 January
2022 (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).

 

If you require a hard copy Form of Proxy, (or assistance with how to complete,
sign and return it) or assistance in submitting your proxy appointment
electronically, please call Link Group on +44 (0)371 664 0300. Calls are
charged at the standard geographic rate and will vary by provider. Calls from
outside the UK will be charged at the applicable international rate. Lines are
open 9.00 a.m. to 5.30 p.m., Monday to Friday, excluding public holidays in
England and Wales. A hardcopy Form of Proxy should be completed and signed in
accordance with the instructions thereon and returned to the Company's
registrars, Link Group, PXS 1, Central Square, 29 Wellington Street, Leeds LS1
4DL, as soon as possible, but in any event so as to be received by no later
than 10.00 a.m. on 27 January 2022 (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).

If you hold your Existing 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 this
document. Proxies submitted via CREST must be received by the issuer's agent
(CREST ID: RA10) by no later than 10.00 a.m. on 27 January 2022 (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).

 

The completion and return of a Form of Proxy, the use of Link Group's Signal
Shares share portal service or the use of the CREST Proxy Voting Service will
not preclude Shareholders from attending the General Meeting and voting in
person should they so wish.

 

8.     RECOMMENDATION

The Directors consider that the Second Subscription and the Resolutions are in
the best interests of the Company and its Shareholders as a whole and
accordingly recommend that Shareholders vote in favour of the Resolutions, as
they intend to do in respect of their own legal and/or beneficial
shareholdings, amounting, in aggregate, to 1,250,000 Ordinary Shares
(representing approximately 0.2 per cent. of the Existing Ordinary Shares).

 

Shareholders should be aware that, if the Resolutions are not passed the net
proceeds of the Second Subscription will not be received by the Company.
Should the Company be unable to raise additional capital in sufficient amounts
and on terms acceptable to the Company, the Company would need to pursue
additional or alternative funding sources which, if they are available at all,
may be expensive and/or onerous for the Company and could risk leading to
substantial dilution for Shareholders. Furthermore should the Second
Subscription not proceed and alternative funding was not obtained this may
require the Company to significantly delay, scale back or discontinue certain
initiatives.

 

Yours faithfully

 

Dr Alastair Riddell

Executive Chairman

 

Nuformix plc

 

 

SECOND SUBSCRIPTION STATISTICS

 

 Issue price of Second Subscription Shares and Second Value Payment Shares     1.5p
 Number of Ordinary Shares in issue at the date of this document               615,609,368
 Number of Second Subscription Shares                                          88,000,000
 Number of Second Value Payment Shares                                         5,700,000
 Enlarged Share Capital following Admission                                    709,309,368
 Second Subscription Shares and Second Value Payment Shares, in aggregate,     13.21%
 expressed as a percentage of the Enlarged Share Capital following Admission
 Gross proceeds in respect of the Second Subscription                          £1.32 million

 

 

 

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

 

2022

 

Publication and posting of this
Circular
14 January

 

Latest time and date for receipt of completed Forms of Proxy
and
     10.00 a.m. on 27 January CREST Proxy Instruction

 

General
Meeting
10.00 a.m. on 31 January

 

Admission of the Second Subscription Shares and Second
Value
expected in April Payment Shares to trading and commencement of unconditional

dealings

 

 

DEFINITIONS

 

The following definitions apply throughout this Circular unless the context
otherwise requires

 

Act
the UK Companies Act 2006, as amended

 

Admission
   admission of the Second Subscription Shares and Second Value Payment
Shares to listing on the standard segment of the Official List in accordance
with the Listing Rules and to trading on the Main Market of the London Stock
Exchange in accordance with the Admission and Disclosure Standards and
references to Admission becoming "effective" shall be construed accordingly.

 

Admission and Disclosure Standards

the requirements contained in the publication "Admission and Standards.
Disclosure Standards" (as amended from time to time) published by the London
Stock Exchange containing, amongst other things, the requirements to be
observed by companies seeking admission to trading on the Main Market of the
London Stock Exchange

 

Allenby
Capital
   Allenby Capital Limited, the Company's financial adviser for the purposes
of the Subscription.

 

Articles of
Association
the articles of association of the Company

 

Benchmark
Price
2.0p per Ordinary Share

 

Board or
Directors
the board of directors of the Company, whose names are listed on

page 7 of this document

 

Business Day or Business Days
any day on which banks are open in London for normal banking

business and the London Stock Exchange is open for trading.

 

CA
2006
the Companies Act 2006, as amended.

 

certificated form or in certificated form

an Ordinary Share recorded on a company's share register as being held in
certificated form (namely, not in CREST).

 

Circular or this
document                               this
document dated 14 January 2022.

 

City
Code
the City Code on Takeovers and Mergers.

 

Closing
Price
   the closing middle market price of an Existing Ordinary Share as derived
from the Daily Official List of the London Stock Exchange.

 

Company or
Nuformix
   Nuformix plc, a company incorporated in England and Wales with company
number 09632100.

 

CREST
   the relevant system (as defined in the Regulations) which enables title
to units of relevant securities (as defined in the Regulations) to be
evidenced and transferred without a written instrument and in respect of which
Euroclear UK & Ireland Limited is the Operator (as defined in the
Regulations)

 

CREST
Manual
   the compendium of documents entitled ""CREST Manual" issued by Euroclear
from time to time.

 

CREST Proxy
Instruction
the appropriate CREST message made to appoint a proxy, properly

              authenticated in accordance with Euroclear's
specifications

               CREST
Regulations
the Uncertificated Securities Regulations 2001, as amended.

 

DTRs
   the disclosure guidance and transparency rules made by the FCA pursuant
to section 73A of the FSMA.

 

Enlarged Share
Capital
the 709,309,368 Ordinary Shares in issue immediately following

Admission of the Second Subscription Shares and Second Value Payment Shares
issued pursuant to the Subscription Agreement and Sharing Agreement

 

Euroclear
Euroclear UK & Ireland Limited, the operator of CREST.

 

Existing Ordinary
Shares                                  the
615,609,368 Ordinary Shares in issue at the date of this Circular.

 

FCA
   the Financial Conduct Authority in the UK or its successor from time to
time

 

First Sharing
Agreement                                 the
sharing agreement entered into between the Company and

              Lanstead in relation to the First Subscription

 

First
Subscription
the First Subscription Shares issued to Lanstead pursuant to the

              Subscription Agreement

 

First Subscription Agreement                the subscription
agreement entered into between the Company and

             Lanstead, pursuant to which the First Subscription
Shares were issued

 

First Subscription
Shares
22,000,000 Ordinary shares issued to Lanstead pursuant to the

              Subscription Agreement

 

First Value Payment
Shares                            2,000,000 new
Ordinary Shares issued to Lanstead, pursuant to the

              Sharing Agreement

 

Form of
Proxy
   the accompanying form of proxy for use by Shareholders in relation to the
General Meeting

 

FSMA
the Financial Services and Markets Act 2000, as amended.

 

General Meeting
                   the general meeting of the Company to be
held at 10.00 a.m. on 31

   January 2022, notice of which is set out at the end of this document

 

Group
the Company, its subsidiaries and subsidiary undertakings

 

Lanstead
Lanstead Capital Investors L.P.

 

Lanstead
Subscription
the conditional subscription by Lanstead for Ordinary Shares in the

Company, comprising the First Subscription, the First Value Payment Shares,
the Second Subscription and the Second Value Payment Shares

 

Latest Practicable
Date
   13 January 2022, being the latest practicable date prior to the
publication of this Circular.

 

Listing
Rules
   the listing rules made by the FCA pursuant to section 73A of FSMA, as
amended from time to time.

 

London Stock
Exchange
London Stock Exchange plc

 

Main
Market
the main market for listed securities.

Measured
Price
the average volume weighted share price of the Company's Ordinary  Shares
over an agreed period prior to the monthly settlement date

 

Notice of General
Meeting                             the notice of
General Meeting, set out at the end of this document

 

Official
List
the Official List of the FCA.

 

Ordinary
Shares
the ordinary shares of nominal value 0.1 pence each in the capital

              of the Company.

 

Prospectus Regulation Rules
the Prospectus Regulation Rules made by the FCA pursuant to

              section 73A of FSMA.

 

Registrars or Link
Group                                  Link
Market Services (trading as Link Group).

 

Regulations
   the UK Uncertificated Securities Regulations 2001 (SI 2001 No.3755), as
amended.

 

Resolutions
   the resolutions to be proposed at the General Meeting as set out in the
Notice of General Meeting.

 

Second Sharing Agreement
the sharing agreement described in paragraph 5 of the Chairman's

              letter in this Circular.

 

Second
Subscription
the conditional share subscription by Lanstead described in

              paragraph 4 of the Chairman's letter in this
Circular.

 

Second Subscription Agreement                   the
subscription agreement described in paragraph 4 of the

              Chairman's letter in this Circular.

 

Second Subscription
Shares                               88,000,000
new Ordinary Shares to be issued to Lanstead pursuant to the Second
Subscription.

 

Second Value Payment Shares
5,700,000 new Ordinary Shares issued to Lanstead, pursuant to the Second
Sharing Agreement

 

Shareholders
   the holders of Ordinary Shares from time to time, each individually a
"Shareholder"

 

Tranilast
the Active Pharmaceutical Ingredient on which NXP002 is based.

 

UK
MAR
the United Kingdom version of the Market Abuse Regulation (2014/596/EU) as it
forms part of United Kingdom domestic law by virtue of the European Union
(Withdrawal) Act 2018.

 

UK or United
Kingdom
the United Kingdom of Great Britain and Northern Ireland.

 

uncertificated or in uncertificated form

an Ordinary Share recorded on a company's share register as being held in
uncertificated form in CREST and title to which, by virtue of the CREST
Regulations, may be transferred by means of CREST

 

US or United
States
the United States of America, its territories and possessions, any

              state of the United States and the District of
Columbia.

 

US Securities
Act
United States Securities Act of 1933, as amended.

 

 

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