TIDMN4P
RNS Number : 5613O
N4 Pharma PLC
01 June 2020
01 June 2020
N4 Pharma plc
("N4 Pharma", the "Company" or the "Group")
Posting of circular and notice of general meeting
N4 Pharma Plc (AIM: N4P), the specialist pharmaceutical company
developing Nuvec(R), a novel delivery system for cancer treatments
and vaccines, announces that it will shortly be posting a circular
(the "Circular") containing a notice of a general meeting (the
"General Meeting") to shareholders. The Company is required to
increase its authorities to issue and allot shares in order to
grant the warrants over 2,536,562 new ordinary shares to its
brokers in respect of the Placing, as announced on 13 May 2020. The
purpose of the General Meeting is to seek shareholder approval for
an increase in these share authorities.
A copy of Circular and proxy form will be available to download
from the Company's website at www.n4pharma.com and extracts from
the circular are set out below.
In light of the Government's advice surrounding social
distancing, it has become necessary to restrict physical
participation at the General Meeting in line with the Company's
Articles of Association and current guidance and legislation.
The General Meeting will be kept as concise and efficient as
possible and physical attendance will be limited to the minimum
number of persons to ensure the meeting is quorate and to conduct
the business of the meeting. Shareholders will still be able to ask
questions by email ahead of the meeting and may have limited
participation at the meeting itself through an ability to listen to
proceedings via a conference telephone facility. As such,
Shareholders are invited to:
1. submit any questions in advance of the General Meeting. Any
specific questions on the business of the General Meeting and
Resolutions can be submitted ahead of the General Meeting by e-mail
to ben.harber@shma.co.uk (marked for the attention of the Company
Secretary).
2. participate remotely in the General Meeting, if desired, via
a conference telephone facility, details of which will be provided
in advance of the meeting. Shareholders wishing to attend should
register their interest with the Company beforehand via the
following email address: ben.harber@shma.co.uk. Information and
instructions detailing how Shareholders may dial in to the General
Meeting will also be made available on the Company website closer
to the date of the General Meeting at https://www.n4pharma.com
.
Shareholders who wish to vote are strongly encouraged to submit
their votes by proxy as soon as possible and, in any event, by no
later than 10:00 a.m. on 16 June 2020. Details of how to appoint a
proxy are set out in the guidance notes to the General Meeting
notice. Given the limitations on physical participation, the
Company recommends that Shareholders appoint the Chairman of the
meeting as their proxy, as physical attendance at the meeting by
others will be restricted in line with the Company's Articles of
Association and current guidance and legislation.
Enquiries:
N4 Pharma Plc
Nigel Theobald, CEO Via Scott PR
Allenby Capital Limited Tel: +44(0)203 328 5656
James Reeve/Asha Chotai
Scott PR Tel: +44(0)1477 539 539
Georgia Smith
About N4 Pharma
N4 Pharma is a specialist pharmaceutical company developing a
novel delivery system for cancer and vaccine treatments using its
unique silica nanoparticle delivery system called Nuvec(R).
N4 Pharma's business model is to partner with companies
developing novel antigens for cancer and vaccine treatments to use
Nuvec(R) as the delivery vehicle to get their antigen into cells to
express the protein needed for the required immunity. As these
products progress through pre clinical and clinical programs, N4
Pharma will seek to receive up front payments, milestone payments
and ultimately royalty payments once products reach the market.
Defined terms below shall have the meaning as set out in the
Circular unless otherwise defined herein.
EXTRACTS FROM THE CIRCULAR:
Directors: Registered Office:
Christopher Britten 6th Floor,
Luke Cairns 60 Gracechurch Street
John Chiplin London,
Dr David Templeton United Kingdom, EC3V 0HR
Nigel Theobald
1 June 2020
To the Shareholders and for information only to the holders of
options and warrants
Dear Shareholder
Notice of General Meeting
1 Introduction
The Company announced on 13 May 2020 that it had raised
GBP2,029,250 (GBP1,907,495 net of expenses) by way of an
oversubscribed Placing of 50,731,250 new Ordinary Shares at the
Placing Price. The issue of the Placing Shares resulted in the
Company exhausting its authorities granted by Shareholders at the
Recent AGM, to issue any further new Ordinary Shares. As part of
the remuneration for the Placing, the Company agreed to issue to
TPI the Broker Warrants. In order to issue the Broker Warrants the
Company needs to increase its authority to issue further new
Ordinary Shares.
The purpose of this document is to provide you with details of
the Broker Warrants and an explanation of the Resolutions to be
proposed at the General Meeting and the action you should take in
order to register your vote. In addition, your attention is drawn
to the notice on pages 1 and 2 of this document in respect of the
impact of COVID-19 on attendance at the General Meeting.
The Company is convening the General Meeting to be held at the
offices of N4 Pharma plc, Weston House, Bradgate Park View,
Chellaston, Derby DE73 5UJ on 18 June 2020 at 10 a.m. The formal
notice of General Meeting is set out at the end of this
document.
2 Broker Warrants
The Fundraising comprised a Placing of the Placing Shares at the
Placing Price. The Company utilised its existing share authorities
obtained at the Recent AGM to allot and issue the Placing Shares,
which rank pari passu in all respects with Ordinary Shares in
issue. The Placing Shares were admitted to trading on AIM on 20 May
2020. The Placing was oversubscribed, which has resulted in the
Company exhausting its existing shareholder authorities.
As part of the remuneration for the Placing, the Company has
agreed to grant to TPI the Broker Warrants. Subject to the passing
of the Resolutions, the Company will grant to TPI, 2,536,562 Broker
Warrants, to subscribe for new Ordinary Shares in the Company
exercisable at the Placing Price from 18 June 2020 until 20 May
2022. In order to grant the Broker Warrants, the Company will need
to extend its existing authority to issue new Ordinary Shares
through the passing of the Resolutions.
The Resolutions set out in the Notice will provide the authority
required for additional headroom, to issue and allot new Ordinary
Shares on a non-pre-emptive basis over 20% of the Company's
existing issued share capital, until the Company's next annual
general meeting which is scheduled for 2021. Whilst there are no
immediate plans to utilise any of this additional authority, save
for as required in respect of the exercise of the Broker Warrants
or any options, it will provide the Directors with sufficient
flexibility over the next twelve months should it be required, as
the results of our ongoing Nuvec work are received and
analysed.
3 General Meeting
A notice convening the General Meeting to be held at the offices
of N4 Pharma plc, Weston House, Bradgate Park View, Chellaston,
Derby DE73 5UJ at 10 a.m. on 18 June 2020 is set out at the end of
this document.
The following Resolutions are to be proposed at the General
Meeting:
Ordinary Resolution
Resolution 1 - Authority to allot
This is an ordinary resolution granting general authority to the
Directors to allot new Ordinary Shares up to an aggregate nominal
amount of GBP121,755.03 which includes the issue of Ordinary Shares
upon the exercise of the Broker Warrants should they be exercised
in the future. The authority will expire at the conclusion of the
next annual general meeting of the Company scheduled for 2021.
Special Resolution
Resolution 2 - Disapplication of Pre-emption rights
This is a special resolution authorising the Directors to issue
equity securities up to an aggregate nominal amount of
GBP121,755.03 for cash which includes the issue of Ordinary Shares
upon the exercise of the Broker Warrants, on a non pre-emptive
basis pursuant to the authority conferred by resolution 1
above.
4 Action to be taken
A Form of Proxy for use at the meeting is enclosed with this
letter.
You are requested to complete the enclosed Form of Proxy in
accordance with the instructions printed thereon. To be valid,
completed forms of proxy must be returned by post or hand to
Neville Registrars Limited at Neville House, Steelpark Road,
Halesowen, West Midlands, B62 8HD, so as to arrive as soon as
possible, and in any event not later than 10 a.m. on 16 June 2020,
(or, in the case of an adjournment of the General Meeting, not
later than 48 hours before the time fixed for the holding of the
adjourned meeting (excluding any part of a day that is not a
Business Day)).
The completion and return of a Form of Proxy alone will not
prevent you from attending the General Meeting and voting in person
should you so wish and be so entitled and legally able. However
please see the COVID-19 update instructions on the Notice of
General Meeting.
5 Recommendation and Importance of the Vote
The Board considers that the Resolutions are in the best
interests of the Company and its Shareholders as a whole.
Accordingly, on behalf of the Directors I would recommend that
all Shareholders vote in favour of the Resolutions and it is
confirmed that the Directors holding 17,126,871 shares in aggregate
have confirmed their intention to vote in favour of the
resolutions.
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END
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