REG - OptiBiotix Health Probiotix Health PLC - Requisition update

OptiBiotix HealthAnnouncement

30/10/2024 07:00

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RNS Number : 1251K  OptiBiotix Health PLC  30 October 2024

30 October 2024

OptiBiotix Health plc

 

("OptiBiotix" or the "Company" or "the Group")

 

Requisition update

 

OptiBiotix Health plc (AIM: OPTI) ("OptiBiotix") the life sciences business
developing compounds to tackle obesity, high cholesterol, diabetes and
skincare, advises that in relation to the requisitioned general meeting of
ProBiotix Heath plc ("ProBiotix" or "PBX") (the "Requisitioned General
Meeting"), Peterhouse Capital Limited ("Peterhouse") has refused a request for
consent from OptiBiotix to vote its shares at the Requisitioned General
Meeting.

 

OptiBiotix, ProBiotix and, inter alia, Peterhouse are party to a relationship
agreement made when ProBiotix was spun out of OptiBiotix (the "Relationship
Agreement"). The Relationship Agreement contains certain positive and negative
covenants and includes a provision that restricts OptiBiotix from voting its
shares on the appointment or removal of any director of the company without
the consent of Peterhouse.

 

Peterhouse have refused a request to allow OptiBiotix to vote their shares,
stating:

 

"As Aquis Corporate Adviser to ProBiotix, Peterhouse believes that removing
Steen Andersen as Chief Executive of the Company, without an identified
replacement, is not in the best interests of the Company and its shareholders.

 

As Aquis Corporate Adviser to ProBiotix, Peterhouse believes that allowing
OPTI and SOH to vote in favour of the Resolutions at the Requisitioned General
Meeting would serve to further undermine the integrity and purpose of the
already breached Relationship Agreement, to which Peterhouse is a party, and
to further deprive ProBiotix of the freedom of action and freedom from
interference that the Relationship Agreement was intended to provide."

 

We find these reasons less than compelling:

 

(1)          Had consent been granted and Mr Andersen removed as a
director, we would have expected a sensible dialogue to find a replacement; it
is not our role or intent to populate the ProBiotix board with persons
nominated by ourselves. Further had consent been granted by Peterhouse,
shareholders holding not less than 42% of the shares would be voting to
implement the resolutions at the Requisitioned General Meeting, excluding the
shareholding of Holdingselskabet of 29. Juni 2010 Aps., that accounts for more
than 50% of the shares in ProBiotix held by shareholders who have a very
different view of what is in their best interests, and, in our opinion, the
best interest of all shareholders;

 

(2)          We fundamentally disagree that the integrity and purpose
of the Relationship Agreement would be damaged or ProBiotix deprived of the
freedom of action and freedom from interference; the purpose of the
Requisitioned General Meeting it to remove directors who we consider have an
agenda that is not in the best interests of shareholders as a whole; the
Relationship Agreement requires us to keep independent directors in place but
also to exercise our voting rights to ensure that the company is managed by
the Directors for the benefit of shareholders as a whole. For all the reasons
that we and Seneca Partners have previously given, we do not believe this to
currently be the case and, as significant investors (which neither Peterhouse
nor the independent directors are), we believe that our interests are far more
aligned with shareholders generally. We also note that Mr Anderson does not
hold any shares or options in PBX which we believe does not align his interest
with the interests of PBX shareholders.

 

In summary as we have explained previously, when Stephen O'Hara handed over to
Steen Andersen as CEO in January 2023, the ProBiotix share price was 22.5p
with a market cap of circa £26m, today the share price is 5p and market cap
circa £8m (and has been as low as £5m).

Between January 2023 and May 2024 when ProBiotix first approached us with a
request to support delisting, there was virtually no news-flow from ProBiotix
to allow shareholders to understand how the business was performing; this
continued until the recent dilutive subscription had been announced.

 

The recent dilutive subscription was clearly in contemplation prior to the
holding of the ProBiotix annual general meeting yet shareholders were not
given any details or information when being asked to pass the enabling
resolutions at the annual general meeting. Stephen O'Hara, a director of
ProBiotix, was only told about the proposed subscription the evening prior to
its intended announcement. Treating shareholders (and non-executive directors)
in this way is not acceptable.

 

Whilst we cannot vote given we are now subject to a Court order not to vote
our shares, Stephen O'Hara, Neil Davidson and Sean Christie intend to vote in
favour of the resolutions in respect of their aggregate holding of 6,479,783
ordinary shares in the capital of PBX representing 4.10% of the voting rights
of PBX.

 

For all the reasons given above, we accordingly urge all PBX shareholders to
vote in favour of the resolutions to prevent further erosion of shareholder
value.

 

 For further information, please contact: OptiBiotix Health plc      www.optibiotix.com (http://www.optibiotix.com/)
 Neil Davidson, Chairman           Contact via Walbrook below
 Stephen O'Hara, Chief Executive

 Cairn Financial Advisers LLP (NOMAD)                                Tel: 020 7213 0880
 Liam Murray / Jo Turner / Ludovico Lazzaretti

 Walbrook PR Ltd                                                     Mob: 07876 741 001
 Anna Dunphy

 

About OptiBiotix - www.optibiotix.com (http://www.optibiotix.com/)

OptiBiotix Health plc (AIM: OPTI), which was formed in March 2012, brings
science to the development of compounds which modify the human microbiome -
the collective genome of the microbes in the body - in order to prevent and
manage human disease and promote wellness.

OptiBiotix has an extensive R&D programme working with leading academics
in the development of microbial strains, compounds, and formulations which are
used as active ingredients and supplements. More than twenty international
food and healthcare supplement companies have signed agreements with
OptiBiotix to incorporate their human microbiome modulators into a wide range
of food products and drinks.

OptiBiotix is also developing its own range of consumer supplements and health
products. The Company's current areas of focus include obesity, cardiovascular
health, and diabetes.

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