REG - Redx Pharma plc - Proposed Cancellation of Admission to Trading

Redx PharmaAnnouncement

02/04/2024 07:00

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RNS Number : 9031I  Redx Pharma plc  02 April 2024

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
EU REGULATION 596/2014 AS IT FORMS PART OF DOMESTIC LAW IN THE UNITED KINGDOM
BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018.

 

REDX PHARMA PLC

 

("Redx" or the "Company")

 

Proposed Voluntary Cancellation of Admission to Trading on AIM

 

Re-Registration as a Private Limited Company

 

Adoption of New Articles of Association

 

And

 

Notice of General Meeting

 

Alderley Park, UK, 2 April 2024 Redx (AIM:REDX), the clinical-stage
biotechnology company focused on discovering and developing novel, small
molecule, targeted therapeutics for the treatment of fibrotic disease and
cancer today announces:

 

·      subject to Shareholder approval, the proposed cancellation of the
admission of its ordinary shares of 1 pence each ("Ordinary Shares") from
trading on AIM (the "Cancellation"), the re-registration of the Company as a
private limited company (the "Re-registration") following the Cancellation and
the adoption of new articles of association (the "New Articles") to be
effective on the Re-registration (the "Proposals"); and

 

·      the posting of a circular to Shareholders (the "Circular") which
contains further information on the Cancellation and the Re-registration and
notice of a general meeting to be held on Friday 19 April 2024 at 11:30 a.m.
at the offices of Cooley (UK) LLP, 22 Bishopsgate, London EC2N 4BW (the
"General Meeting") at which shareholder approval will be sought for the
Proposals.

 

Dr. Jane Griffiths, Chair of the Board of Directors, Redx Pharma, commented:
"Following an extensive review, the Board has unanimously concluded that it is
in the best interests of the Company and our Shareholders to delist from AIM
and re-register as a private limited company. Redx has a strong track record:
over the last five years we have delivered six molecules that are in the
clinic and established four major partnering deals, validating our scientific
and partnering capabilities. Despite completing some of the largest AIM
capital raises for biotech companies in recent years, Redx is still liquidity
constrained on AIM. As a result, we believe our current market valuation is
not reflective of our track record or future potential and is not conducive to
raising the level of capital required for our growing clinical portfolio. The
Board believes that as a private company we can access a broader universe of
specialty investors and, accordingly, a larger quantum of future funding
required to execute our strategy and maximise our value in the interests of
all our Shareholders. Although we are delisting from AIM, we continue to
believe that the UK is an excellent hub for scientific discovery and drug
development and remain committed to being part of the UK life sciences
community retaining our facility based at Alderley Park."

 

Proposed Voluntary Cancellation and Re-registration

 

The board of directors of the Company (the "Board" or the "Directors") has
extensively reviewed and evaluated the benefits and drawbacks for the Company
and its Shareholders in retaining the admission to trading of the Ordinary
Shares on AIM. The Board has taken into consideration numerous factors, both
positive and negative, and considered the interests of all Shareholders in
reaching its decision. These factors include the limited liquidity in the
Ordinary Shares and share price volatility, access to appropriate finance,
less corporate and strategic flexibility and the costs and regulatory burden
of maintaining a public listing being disproportionate to the benefits of the
Company's continued admission to trading on AIM. Following this review, the
Board has concluded that the continued admission to trading of the Ordinary
Shares on AIM is not appropriate and, accordingly, the Cancellation and
Re-registration are in the best interests of the Company and Shareholders as a
whole. A detailed explanation of these reasons is set out in Appendix I to
this announcement.

 

The Company remains committed to the UK life sciences industry and intends to
retain its head office and primary research facility following the
Cancellation and Re-registration at its current location in Alderley Park.
Following the Cancellation and Re-registration, the Company will continue to
evaluate the optimal corporate structure to ensure its long-term success,
which could include listing on an alternative exchange at a future date,
should this provide appropriate access to capital and liquidity to support the
Company's strategy.

 

To be passed, the resolution to approve the Cancellation requires, pursuant to
Rule 41 of the AIM Rules, the approval of not less than 75 per cent. of the
votes cast by Shareholders at the General Meeting. The resolution to approve
the Re-registration and the adoption of New Articles also requires the
approval of not less than 75 per cent. of the votes cast by Shareholders at
the General Meeting.

 

The Company is making arrangements for a Matched Bargain Facility to assist
Shareholders to trade in the Ordinary Shares to be put in place from the date
of the Cancellation, if the Resolutions are passed. The Matched Bargain
Facility will be provided by J P Jenkins. J P Jenkins is an appointed
representative of Prosper Capital LLP, which is authorised and regulated by
the FCA.

 

General Meeting

 

The General Meeting will be held at the offices of Cooley (UK) LLP, 22
Bishopsgate, London EC2N 4BQ at 11:30 a.m. on Friday 19 April 2024.

 

Resolution 1 to be proposed at the General Meeting is a special resolution to
approve the Cancellation.

 

Conditional on the passing of Resolution 1, Resolution 2 to be proposed at the
General Meeting is a special resolution to re-register the Company as a
private limited company and to approve the adoption by the Company of the New
Articles.

 

Resolution 1 to approve the Cancellation is not conditional on Resolution 2 to
approve the Re-registration, but Resolution 2 is conditional on Resolution 1.
If Resolution 1 is passed, but Resolution 2 is not, the Company still intends
to proceed with the Cancellation.

 

As at today's date, the Company has received letters of intent and irrevocable
undertakings from certain Shareholders representing approximately 84.64 per
cent. of the Company's issued share capital to vote in favour of the
Resolutions.

 

A copy of this announcement and the Circular will be made available on the
Company's website later today at www.redxpharma.com
(http://www.redxpharma.com)

 

Capitalised terms used but not defined in this announcement shall have the
same meaning given to such term in the Circular.

 

The person responsible for the release of this announcement on behalf of the
Company is Claire Solk, Company Secretary.

 

 For further information, please contact:

 Redx Pharma Plc                                                                T: +44 (0)1625 469 918

 UK Headquarters

 Caitlin Pearson, Head of Communications

 ir@redxpharma.com (mailto:ir@redxpharma.com)

 SPARK Advisory Partners (Nominated Adviser)                                    T: +44 (0)203 368 3550
 Matt Davis/ Adam Dawes

 Panmure Gordon (UK) Limited (Joint Broker)                                     T: +44 (0)207 886 2500
 Rupert Dearden/ Freddy Crossley/ Emma Earl

 WG Partners LLP (Joint Broker)                                                 T: +44 (0)203 705 9330
 Claes Spång/ Satheesh Nadarajah/ David Wilson

 FTI Consulting                                                                 T: +44 (0)203 727 1000
 Simon Conway/ Ciara Martin

 

About Redx Pharma Plc

Redx Pharma (AIM: REDX) is a clinical-stage biotechnology company focused on
the discovery and development of novel, small molecule, targeted therapeutics
for the treatment of fibrotic disease, cancer and the emerging area of
cancer-associated fibrosis. Redx aims to progress its programmes to clinical
proof of concept before evaluating options for further development and
potential value creation. The Company expects a number of data points during
2024 including from lead fibrosis product candidate, the selective ROCK2
inhibitor, zelasudil (RXC007), in development for interstitial lung disease
and currently undertaking a Phase 2a trial for idiopathic pulmonary fibrosis
(IPF). The Company's second fibrosis candidate, RXC008, a GI-targeted ROCK
inhibitor for the treatment of fibrostenotic Crohn's disease, is in Phase 1
development and is expected to report healthy volunteer data; and Redx's lead
oncology product candidate, the Porcupine inhibitor zamaporvint (RXC004),
being developed as a targeted treatment for Wnt-ligand dependent cancers, is
expected to report anti-PD-1 combination Phase 2 data, following which Redx
will seek a partner for ongoing development.

 

The Company has a strong track record of discovering new drug candidates
through its core strengths in medicinal chemistry and translational science,
enabling the Company to discover and develop differentiated therapeutics
against biologically or clinically validated targets. The Company's
accomplishments are evidenced not only by its wholly-owned clinical-stage
product candidates and discovery pipeline, but also by its strategic
transactions, which includes the sale of pirtobrutinib (RXC005, LOXO-305), the
only non-covalent or reversible BTK inhibitor now approved by the US FDA, and
transactions with both AstraZeneca and Jazz Pharmaceuticals.

 

To subscribe to Email Alerts from Redx, please visit:
www.redxpharma.com/investor-centre/email-alerts/
(http://www.redxpharma.com/investor-centre/email-alerts/) .

 

 

 

APPENDIX I

 

Extracts from the Circular

 

Background to and reasons for the Cancellation and Re-Registration

 

The Board has extensively reviewed and evaluated the benefits and drawbacks
for the Company and its Shareholders in retaining the admission to trading of
the Ordinary Shares on AIM. The Board has taken into consideration numerous
factors, both positive and negative, and considered the interests of all
Shareholders in reaching its decision. Following this review, the Board has
concluded that the continued admission to trading of the Ordinary Shares on
AIM is not appropriate and, accordingly, the Cancellation and Re-registration
are in the best interests of the Company and its Shareholders as a whole for
the reasons set out below.

 

·      Limited liquidity in the Ordinary Shares and high share price
volatility: There continues to be limited and inconsistent liquidity in the
Ordinary Shares, as a result of which small trades in the Ordinary Shares can
have a significant impact on price and, therefore, on the market valuation of
the Company. The Board believes that this, in turn, has a materially adverse
impact on the Company's ability to seek appropriate financing or realise an
appropriate value for any material future transactions. Moreover, the limited
liquidity in the Ordinary Shares makes it challenging for Shareholders of any
size to acquire additional Ordinary Shares or dispose of any Ordinary Shares
in the market at an attractive price.

 

·      Access to appropriate finance: The nature of the Company's
operations requires the Company to periodically raise funding for working
capital as the Company develops its asset portfolio. The Board considers that
the future value of the Company's portfolio of assets will continue to grow as
the Company invests further in its development and that significant external
funding is required to ensure this development is achieved. The Board has
concluded that as a private limited company it will have broader access to
specialty investors and enhance the ability of the Company to raise the
capital required to increase the value of its product portfolio for the
benefit of all Shareholders.

 

·      Corporate and strategic flexibility: The Board believes that a
private limited company can take and implement strategic decisions more
quickly than a company which is publicly traded as a result of the more
flexible regulatory regime that is applicable to a private company. This will
be advantageous in the Company's business development discussions which may
ultimately benefit the Company and Shareholders as a whole.

 

·      Costs and regulatory burden: The considerable cost and management
time and the legal and regulatory burden associated with maintaining the
Company's admission to trading on AIM is, in the Board's opinion,
disproportionate to the benefits of the Company's continued admission to
trading on AIM, particularly given the limited and inconsistent liquidity in
the Ordinary Shares as described above. Given the lower costs associated with
private limited company status, the Cancellation and Re-registration will
reduce the Company's recurring administrative and adviser costs which the
Board believes can be better spent supporting and investing in the Group's
business.

 

Therefore, as a result of this review, the Board has unanimously concluded
that the proposed Cancellation and Re-registration are in the best interests
of the Group and Shareholders as a whole.

 

Process for, and principal effects of, the Cancellation

 

The Directors are aware that certain Shareholders may be unable or unwilling
to hold Ordinary Shares in the event that the Cancellation is approved and
becomes effective. Such Shareholders should consider selling their interests
in the market prior to the Cancellation becoming effective. However, should
the Cancellation become effective, the Company will implement a Matched
Bargain Facility with a third party which would facilitate Shareholders buying
and selling Ordinary Shares on a matched bargain basis following Cancellation.

 

Under the AIM Rules, the Company is required to give at least 20 clear
Business Days' notice of the Cancellation. Additionally, the Cancellation will
not take effect until at least five clear Business Days have passed following
the passing of the Cancellation Resolution. If the Cancellation Resolution is
passed at the General Meeting, it is proposed that the last day of trading in
the Ordinary Shares on AIM will be Tuesday 30 April 2024 and that the
Cancellation will take effect at 7:00 a.m. on Wednesday 1 May 2024.

 

If the Cancellation becomes effective, Spark will cease to be the nominated
adviser of the Company and the Company will no longer be required to comply
with the AIM Rules.

 

Under the AIM Rules, it is a requirement that the Cancellation must be
approved by Shareholders holding not less than 75 per cent. of votes cast by
Shareholders at the General Meeting. Accordingly, the Notice of General
Meeting set out in the Circular contains a special resolution to approve the
Cancellation.

 

The principal effects of the Cancellation will include the following:

 

•           there will be no formal market mechanism enabling
Shareholders to trade Ordinary Shares (other than any limited off-market
mechanism provided by the Matched Bargain Facility) and no price will be
publicly quoted for the Ordinary Shares;

 

•           it is possible that, following the publication of this
announcement, the liquidity and marketability of the Ordinary Shares may be
significantly reduced and their value adversely affected (however, as set out
above, the Directors believe that the existing liquidity in the Ordinary
Shares is, in any event, limited);

 

•           the Ordinary Shares may be more difficult to sell
compared to shares of companies traded on AIM (or any other recognised market
or trading exchange);

 

•           in the absence of a formal market and quoted price, it
may be difficult for Shareholders to determine the market value of their
investment in the Company at any given time;

 

•           the regulatory and financial reporting regime
applicable to companies whose shares are admitted to trading on AIM will no
longer apply;

 

•           Shareholders will no longer be afforded the
protections given by the AIM Rules, such as the requirement to be notified of
price sensitive information or certain events and the requirement that the
Company seek Shareholder approval for certain corporate actions, where
applicable, including substantial transactions, reverse takeovers, related
party transactions and fundamental changes in the Company's business,
including certain acquisitions and disposals;

 

•           the levels of disclosure and corporate governance
within the Company may not be as stringent as for a company quoted on AIM;

 

•           the Company will no longer be subject to UK MAR
regulating inside information and other matters;

 

•           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;

 

•           the Takeover Code is expected to cease to apply to the
Company shortly following the Cancellation and the Re-registration given
anticipated Board changes;

 

•           Spark will cease to be nominated adviser to the
Company;

 

•           whilst the Company's CREST facility will remain in
place immediately post 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);

 

•           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; and

 

•           the Cancellation and Re-registration may have personal
taxation consequences for Shareholders. Shareholders who are in any doubt
about their tax position should consult their own professional independent tax
adviser.

 

The above considerations are not exhaustive, and Shareholders should seek
their own independent advice when assessing the likely impact of the
Cancellation on them.

 

For the avoidance of doubt, the Company will remain registered with the
Registrar of Companies in England & Wales in accordance with, and subject
to, the Companies Act, notwithstanding the Cancellation and Re-registration.

 

Board composition and provision of information, services and facilities
following the Cancellation

 

Board Composition

 

Although such changes have not yet been finally determined, the composition of
the Board is expected to change shortly following the Cancellation and
Re-registration in a manner appropriate for a private limited company.

 

As described in the Circular, the Takeover Code will continue to apply to the
Company for a period of at least ten years from the date of the Cancellation
if the Company is considered by the Panel to have its place of central
management and control in the United Kingdom, the Channel Islands or the Isle
of Man.  This is known as the "residency test". In determining whether the
residency test is satisfied, the Panel has regard primarily to whether a
majority of a company's directors are resident in these jurisdictions. As
noted above, the composition of the Board is expected to change shortly
following the Cancellation and Re-registration and it is expected that such
changes will mean that the Company no longer meets the "residency test" from
that time.

 

Provision of information, services and facilities following the Cancellation

 

The Company currently intends to continue to provide certain information,
services and facilities to Shareholders following the Cancellation. The
Company will:

 

•           continue to communicate information about the Company
(including annual accounts) to its Shareholders, as required by the Companies
Act;

 

•           continue, for at least 12 months following the
Cancellation, to maintain its website, www.redxpharma.com and to post updates
on the website from time to time, although Shareholders should be aware that
there will be no obligation on the Company to include all of the information
required under the Disclosure Guidance and Transparency Rules, AIM Rule 26 or
to update the website as currently required by the AIM Rules; and

 

•           make available to Shareholders, through J P Jenkins,
the Matched Bargain Facility (as further described below) which will allow
Shareholders to buy and sell Ordinary Shares on a matched bargain basis
following the Cancellation.

 

Transactions in the Ordinary Shares prior to and post the proposed
Cancellation

 

Prior to the Cancellation

 

Shareholders should note that they are able to continue trading in the
Ordinary Shares on AIM prior to Cancellation.

 

Following the Cancellation

 

The Company is making arrangements for a Matched Bargain Facility to assist
Shareholders to trade in the Ordinary Shares to be put in place from the date
of the Cancellation, if the Resolutions are passed. The Matched Bargain
Facility will be provided by J P Jenkins. J P Jenkins is an appointed
representative of Prosper Capital LLP, which is authorised and regulated by
the FCA.

 

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 (J P Jenkins is unable to deal directly
with members of the public), of the number of Ordinary Shares that they are
prepared to buy or sell at an agreed price. 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). Shareholdings remain
in CREST and can be traded during normal business hours via a UK regulated
stockbroker. Should the Cancellation become effective and the Company puts in
place the Matched Bargain Facility, details will be made available to
Shareholders on the Company's website at www.redxpharma.com
(http://www.redxpharma.com) .

 

The Matched Bargain Facility will operate for a minimum of 12 months after the
Cancellation. The Directors' current intention is that it will continue beyond
that time but Shareholders should note that it could be withdrawn and
therefore inhibit the ability to trade the Ordinary Shares. Further details
will be communicated to the Shareholders at the relevant time.

 

Process for the Re-registration

 

As set out above, following the Cancellation, the Directors believe that the
requirements and associated costs of the Company maintaining its public
company status will be difficult to justify and that the Company will benefit
from the more flexible requirements and lower costs associated with private
limited company status. It is therefore proposed to re-register the Company as
a private limited company. In connection with the Re-registration, 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
Re-registration and the adoption of the New Articles on the rights and
obligations of Shareholders and the Company are summarised in Part II of the
Circular. A copy of the New Articles can be found at Appendix 1 to the
Circular.

 

Under the Companies Act, the Re-registration and the adoption of the New
Articles must be approved by Shareholders holding not less than 75 per cent.
of votes cast by Shareholders at the General Meeting. Accordingly, the Notice
of General Meeting set out in the Circular contains a special resolution to
approve the Re-registration and adopt the New Articles.

 

If the Cancellation Resolution and the Re-registration Resolution are approved
at the General Meeting, an 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 issue the certificate of incorporation on Re-registration when it is
satisfied that no valid application can be made to cancel the Re-registration
Resolution or that any such application to cancel the Re-registration
Resolution has been determined and confirmed by the Court.

If the Resolutions are passed at the General Meeting, it is anticipated that
the Re-registration will become effective before the end of May 2024.

 

Takeover Code

 

The Takeover Code applies to all offers for companies which have their
registered offices in the United Kingdom, the Channel Islands or the Isle of
Man if any of their equity share capital or other transferable securities
carrying voting rights are admitted to trading on a UK regulated market or a
UK multilateral trading facility or on any stock exchange in the Channel
Islands or the Isle of Man.

 

The Takeover Code also applies to all offers for companies (both public and
private) which have their registered offices in the United Kingdom, the
Channel Islands or the Isle of Man and which are considered by the Panel to
have their place of central management and control in the United Kingdom, the
Channel Islands or the Isle of Man, but in relation to private companies only
if one of a number of conditions is met - for example, if the company's shares
were admitted to trading on a UK regulated market or a UK multilateral trading
facility or on any stock exchange in the Channel Islands or the Isle of Man at
any time in the preceding ten years.

 

If the Cancellation and Re-registration are approved by Shareholders at the
General Meeting, the Company will be re-registered as a private company and
its securities will no longer be admitted to trading on a regulated market or
a multilateral trading facility in the United Kingdom. In these circumstances,
the Takeover Code will only apply to the Company if it is considered by the
Panel to have its place of central management and control in the United
Kingdom, the Channel Islands or the Isle of Man. This is known as the
"residency test". In determining whether the residency test is satisfied, the
Panel has regard primarily to whether a majority of a company's directors are
resident in these jurisdictions.

 

The Panel has confirmed to the Company that, on the basis of the current
residency of the Directors, the Company will have its place of central
management and control in the United Kingdom following the Cancellation and
Re-registration. However, the composition of the Board is expected to change
shortly following the Cancellation and Re-registration and it is expected that
such changes will mean that the Company would no longer have its place of
central management and control in the United Kingdom for the purposes of the
Takeover Code from that time. Therefore, if the Cancellation and
Re-registration are approved by Shareholders at the General Meeting and become
effective, the Takeover Code will cease to apply to the Company with effect
from such changes to the composition of the Board being made.

 

The Takeover Code could apply to the Company in the ten-year period from the
date of the Cancellation if the composition of the Board were to change again
such that the Company would have its place of central management and control
in the United Kingdom. Following the expiry of the ten-year period from the
date of the Cancellation (subject to Re-registration occurring), the Company
would not in any circumstances be subject to the provisions of the Takeover
Code.

 

Following either (i) any change, as expected, to the composition of the Board
following the Cancellation and Re-registration such that the Company would no
longer have its place of central management and control in the United Kingdom
or (ii) the expiry of the ten-year period from the date of the Cancellation
(subject to Re-registration occurring), the Code will cease to apply to the
Company and Shareholders will no longer be afforded the protections provided
by the Code.  This includes the requirement for a mandatory cash offer to be
made if either:

 

·      a person acquires an interest in shares which, when taken
together with the shares in which persons acting in concert with it are
interested, increases the percentage of shares carrying voting rights in which
it is interested to 30 per cent. or more; or

 

·      a person, together with persons acting in concert with it, is
interested in shares which in the aggregate carry not less than 30 per cent.
of the voting rights of a company but does not hold shares carrying more than
50 per cent. of such voting rights and such person, or any person acting in
concert with it, acquires an interest in any other shares which increases the
percentage of shares carrying voting rights in which it is interested.

 

Brief details of the Panel, and of the protections afforded by the Takeover
Code are set out in Part III of the Circular.

 

Before giving your consent to the Cancellation and the Re-registration, you
may want to take independent professional advice from an appropriate
independent financial adviser.

 

APPENDIX II

Expected Timetable of Principal Events

 

 Event                                                                    Time and/or date((1)(2))

 Announcement of the Cancellation and Re-registration                     2 April 2024

 Publication and posting of the Circular                                  2 April 2024

 Latest time for receipt of proxy appointments in respect of the General  11:30 a.m. on 17 April 2024
 Meeting

 General Meeting                                                          11:30 a.m. on 19 April 2024

 Last day of dealings in Ordinary Shares on AIM                           30 April 2024

 Cancellation of admission of the Ordinary Shares to trading on AIM       7:00 a.m. on 1 May 2024

 Matched Bargain Facility for Ordinary Shares commences                   1 May 2024

 Expected re-registration as a private company                            week commencing 20 May 2024

 Notes:

 (1)    All of the times referred to in this announcement 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
 dates will be notified to Shareholders by an announcement through a Regulatory
 Information Service.

 

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