REG - Sareum Holdings PLC - Publication of Circular; Notice of General Meeting

Sareum HoldingsAnnouncement

04/02/2022 07:00

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RNS Number : 6755A  Sareum Holdings PLC  04 February 2022

Sareum Holdings plc

("Sareum" or the "Company")

Publication of Circular and Notice of General Meeting

Cambridge, UK, 4 February 2022 - Sareum Holdings plc (AIM: SAR), the
specialist drug development company, is pleased to announce that it has today
published a circular (the "Circular") containing details of the proposed
adoption of new articles of association of the Company (the "New Articles")
and a proposed consolidation of the Company's ordinary shares of £0.00025
each in the capital of the Company ("Ordinary Shares") (the "Consolidation").
The Circular includes a notice of an extraordinary general meeting of the
Company (the "General Meeting") (the "Notice"), which will be held at 2:30
p.m. on 28 February 2022 at The City Centre, 80 Basinghall Street, London EC2V
5AG. Copies of the Circular and Notice will be available shortly on the
Company's website www.sareum.com (http://www.sareum.com) .

The proposed Consolidation comprises the consolidation of the Company's
Ordinary Shares on the basis of 1 new ordinary share of £0.0125 each in the
capital of the Company ("New Ordinary Share") for every 50 existing Ordinary
Shares in issue immediately prior to the Consolidation ("Existing Ordinary
Shares").

The Board is of the opinion that the high number of Existing Ordinary Shares
(currently 3,403,470,791) and the low absolute share price, negatively affects
investors' perception of the Company and considers the Consolidation to be in
the best interests of the Company and its shareholders. If approved by
shareholders, the proposed Consolidation would reduce the number of Ordinary
Shares in issue by a factor of 50 and the Board believes that this will
increase the trading price of the shares and make the Company and its shares
more attractive to a broader range of investors.

As all of the Existing Ordinary Shares are proposed to be consolidated, the
proportion of issued ordinary shareholdings in the Company held by each
shareholder immediately prior and immediately after the Consolidation will,
save for any shareholder who would otherwise be entitled to a fraction of a
New Ordinary Share in respect of their holdings of Existing Ordinary Shares
arising on Consolidation, remain unchanged. The Consolidation will result in
fractional entitlements to a New Ordinary Share where any holding is not
precisely divisible by 50 ("Fractional Entitlements"). No Fractional
Entitlements to New Ordinary Shares will be issued to shareholders and any
Fractional Entitlements will be aggregated and sold in the market for the best
price reasonably obtainable.

The Company is also proposing to adopt New Articles to reflect good corporate
governance and changes in company law and market practice in the recent years,
as the Company's current articles of association have been in place since 5
July 2004. A summary of the proposed principal changes to the Articles are
set out in the Appendix to the Notice.

Implementation of the Consolidation and adoption of New Articles are both
conditional upon the approval of the Resolutions by the Company's shareholders
at the General Meeting. The Circular provides further details of the
Consolidation and New Articles and explains why the Directors are recommending
that shareholders vote in favour of the Resolutions at the General Meeting.

The Board acknowledges that attending the General Meeting in person may not be
possible or desirable for all shareholders and therefore the Company will also
relay the General Meeting by live webcast via the Investor Meet Company
("IMC") platform. Shareholders who wish to follow the meeting via the IMC
platform should register with IMC at
www.investormeetcompany.com/sareum-holdings-plc/register-investor.
Shareholders who have previously registered with IMC will be invited to the
webcast automatically. Shareholders are reminded that participation via the
IMC platform will not constitute attendance at the General Meeting and
shareholders following the meeting via the IMC platform will not be able to
vote on the day of the meeting and if they wish to vote they should do so by
completing and returning a Form of Proxy in accordance with the instructions
set out in the Circular and in the notes to the Notice.

Unless stated otherwise, all capitalised terms in this announcement shall have
the same meaning as those within the definitions section of the Circular.

EXPECTED TIMETABLE(*)

( )

 

 Circular posted to Shareholders                                                4 February 2022
 Latest time and date for receipt of Forms of Proxy                              2:30 p.m. on 26 February 2022
 Extraordinary General Meeting                                                  2:30 p.m. on 28 February 2022
 Additional Ordinary Shares issued**                                            28 February 2022
 Record Date and completion of Consolidation                                    6.00 p.m. on 28 February 2022
 Expected date on which New Ordinary Shares will be admitted to trading on AIM  8.00 a.m. on 1 March 2022
 Expected date CREST accounts are to be credited with the New Ordinary Shares   1 March 2022
 in uncertificated form
 Expected date for despatch of definitive certificates for New Ordinary Shares  by no later than 15 March 2022
 in certificated form

 

(*)Each of the times and dates above are subject to change by the Company.
Reference to time in the Circular and the Form of Proxy are to London time
unless stated otherwise. If any of the above times and/or dates changed, the
revised time(s) and/or date(s) will be notified to Shareholders by
announcement through a regulatory information service.

 

** Nine additional Ordinary Shares are to be issued immediately prior to the
Consolidation such that the total number of Ordinary Shares in issue shall be
exactly divisible by 50.

 

For further information, please contact:

 Sareum Holdings plc

 Tim Mitchell, CEO                                    01223 497700

 Strand Hanson Limited (Nominated Adviser)

 James Dance / James Bellman                          020 7409 3494

 Peel Hunt LLP (Joint Corporate Broker)

 James Steel                                          020 7418 8900

 Hybridan LLP (Joint Corporate Broker)

 Claire Noyce                                         020 3764 2341

 MEDiSTRAVA Consulting (Financial PR)

 Mark Swallow / George Underwood / Evelyn McCormack   0203 928 6900

 

 

About Sareum

Sareum is a specialist drug development company delivering targeted small
molecule therapeutics to improve the treatment of cancer and autoimmune
diseases. The Company aims to generate value through licensing its candidates
to international pharmaceutical and biotechnology companies at the preclinical
or early clinical trials stage.

Sareum is advancing internal programmes focused on distinct dual tyrosine
kinase 2 (TYK2) / Janus kinase 1 (JAK1) inhibitors through preclinical
development as therapies for autoimmune diseases, including the 'cytokine
storm' immune system overreaction to Covid-19 and other viral infections,
(SDC-1801) and cancer immunotherapy (SDC-1802).

Sareum also has an economic interest in SRA737, a clinical-stage oral,
selective Checkpoint kinase 1 (Chk1) inhibitor that targets cancer cell
replication and DNA damage repair mechanisms. Preliminary Phase 2 and
comprehensive preclinical data suggest SRA737 may have broad application in
combination with other oncology and immune-oncology drugs in genetically
defined patients.

SRA737 was discovered and initially developed by scientists at The Institute
of Cancer Research in collaboration with Sareum, and with funding from Sareum
and Cancer Research UK. SRA737 was licensed by CRT Pioneer Fund (CPF) to
Sierra Oncology Inc. Sierra continues to explore options that would enable the
development of SRA737 to advance.

Sareum Holdings plc is listed on the AIM market of the London Stock Exchange,
trading under the ticker SAR. For further information, please visit the
Company's website at www.sareum.com (http://www.sareum.com)

- Ends -

 

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