This announcement contains inside
information for the purposes of Article 7 of Regulation (EU) No
596/2014 as it forms part of UK domestic law by virtue of the
European Union (Withdrawal) Act 2018. With the publication of this
announcement via a Regulatory Information Service, this inside
information is now considered to be in the public
domain.
NOT FOR PUBLICATION OR RELEASE IN OR
INTO THE UNITED STATES OR AUSTRALIA, CANADA, JAPAN, NEW ZEALAND,
THE REPUBLIC OF IRELAND OR THE REPUBLIC OF SOUTH AFRICA, OR ANY
PROVINCE OR TERRITORY THEREOF OR TO OR FOR THE ACCOUNT OF ANY
NATIONAL, RESIDENT OR CITIZEN OF THE UNITED STATES OR ANY PERSON
RESIDENT IN AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF
IRELAND OR THE REPUBLIC OF SOUTH AFRICA.
C4X Discovery Holdings
plc
("C4XD", "C4X
Discovery" or the "Company")
Proposed voluntary cancellation of
admission of Ordinary Shares to trading on AIM
Proposed re-registration as a Private
Limited Company
And Notice of General
Meeting
27 March
2024 - C4X Discovery Holdings plc
(AIM: C4XD), a pioneering Drug Discovery company, announces the
proposed cancellation of admission of its Ordinary Shares to
trading on AIM ("Cancellation") and re-registration as a
private limited company ("Re-registration").
A circular ("Circular") will be
sent to Shareholders today, setting out the background to and
reasons for the proposed Cancellation and the Re-registration. The
Company is seeking Shareholder approval for the Cancellation,
Re-registration and adoption of the New Articles at a general
meeting, which has been convened for 11.00 a.m. on 15 April 2024 at
the offices of Panmure Gordon (UK) Limited, 40 Gracechurch Street,
London EC3V 0BT ("General
Meeting").
If the Cancellation Resolution is passed at the
General Meeting, it is anticipated that the Cancellation will
become effective at 7.00 a.m. on 26 April 2024. The Cancellation
Resolution is conditional, pursuant to Rule 41 of the AIM Rules,
upon the approval of Shareholders holding not less than 75 per
cent. of the votes cast by Shareholders (whether present in person
or by proxy) at the General Meeting, notice of which is set out in
the Circular.
The Company has received irrevocable
undertakings from Richard Griffiths, Polar Capital LLP and the
Directors, and a non-binding letter of intent from Lombard Odier as
set out below, representing approximately 57.0 per cent. of the
Company's issued share capital, to vote in favour of the
Resolutions.
Dr Clive Dix,
CEO of C4X Discovery, said: "We have not taken
this decision lightly, however, following an extensive review and
deliberation to ascertain the most effective way to maximise
Shareholder value in the longer term and increase the potential for
the long-term success of the Company, 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.
Despite delivering on our strategy including
three major deals with leading pharmaceutical companies
demonstrating our scientific expertise and deal making
capabilities, the recent downturn in the financial markets has
adversely impacted our share price, and with it, our future ability
to raise funds in the public markets. The Board believes the
current public market valuation does not reflect the underlying
potential of our business or our achievements to date and that this
is unlikely to change in the short-to-medium term. We believe that
we can potentially access a larger quantum of future funding
required to accelerate our strategy as a private company and
therefore we believe that a cancellation of the Company's admission
on AIM is in the best interest for Shareholders and for the future
of our business as a whole."
Background and Strategic Context
The Company's Ordinary Shares have
been admitted to trading on AIM since its IPO in 2014, and during
this time the Company has successfully raised c.£63.0 million
through primary and secondary fund raises to support the ongoing
requirements and growth of the business. Following the Company's
strategic pivot to focus on immuno-inflammatory diseases, as
announced last year, the Directors have continued to consider the
Company's opportunities for value creation and optimal capital
structure and believe that having access to larger quantum of
funding than has historically been available to the Company through
its AIM listing would allow it to pursue a greater number of
opportunities to key value inflexion points. The Directors believe
that as a private company, C4X will potentially have access to a
wider range of investors to pursue more opportunities to develop
and build its pipeline and advance its
focused portfolio towards, and potentially into, the
clinic. Further details as to the reasons
for the Cancellation are set out below.
C4X has a successful track record of
out-licensed pre-clinical assets to world-leading pharmaceutical
companies. The Company has signed three deals which have in total
generated $55 million to date demonstrating its scientific and
deal-making capabilities:
· In November 2022, AstraZeneca signed a world-wide exclusive
agreement worth up to $400 million for C4XD's NRF2 Activator
programme; the first milestone payment of $11 million was received
in February 2024.
· In April 2021, Sanofi signed a world-wide exclusive agreement
for the Company's oral pre-clinical IL-17A inhibitor programme
worth up to €414 million; the first milestone payment of €3 million
was received in July 2022.
· In March 2018, Indivior signed a licensing agreement for
C4XD's Orexin-1 Receptor Antagonist Programme which it subsequently
acquired in July 2023 for £15.95 million.
With immuno-inflammatory drug
discovery expertise at the core, C4XD is building a valuable and
commercially relevant, small-molecule drug portfolio with
Best-in-Class and First-in-Class potential to treat patients across
a range of immuno-inflammatory diseases. Its lead programme is a
series of oral small molecule inhibitors of the α4β7 integrin with
the potential to deliver a low dose Best-In-Class α4β7 integrin
inhibitor therapy for the treatment of inflammatory bowel disease
("IBD").
The Company is in a financially
robust position, with a cash balance as at 29 February 2024 of
c.£20.8 million, and the potential for further milestone payments
upon successful development over the next 18 months.
The Company continues to advance its
portfolio of early-stage discovery immuno-inflammatory projects towards lead optimisation and
develop its pipeline of targets across a
range of immuno-inflammatory
diseases. With potential
to access to greater funding, which the Directors believe will be
more easily achieved as a private company, C4X plan to utilise
additional resources to pursue multiple opportunities and
identify targets with the highest potential to
progress novel series into lead optimisation and beyond, thereby
providing greater value for shareholders. These projects target clear unmet medical need, combined with
significant commercial potential. As C4X progresses its lead
programme through the discovery phase towards, and potentially
into, the clinic with a clear focus on immuno-inflammatory diseases, the Board felt it was necessary
to address the perceived under-valuation of the business in the
public markets and the potential inability to access the future
funding that the Board believes is required to allow C4X to
flourish as further explained below.
Proposed Cancellation and Re-registration
Following an extended period of weak
share price performance and low liquidity in the Company's shares,
the Company has conducted an extensive review of the benefits and
drawbacks to the Company retaining the admission of its Ordinary
Shares to trading on AIM. The Directors believe that Cancellation
is in the best interest of the Company and its Shareholders as a
whole. In reaching this conclusion, the Directors have considered
the following key factors:
· Despite the Company's positive momentum, streamlined
portfolio, successful license agreements, focused strategy and
robust balance sheet, the Directors believe the current market
capitalisation of the Company does not reflect these positive
achievements nor the underlying prospects of the business.
Consequently, the Directors are of the view that, as a private
company, C4X will be able to realise a greater valuation for the
Company's programmes, and the business as a whole, which would
serve in the best interest of Shareholders.
· The
challenging financial market conditions in recent years, combined
with a limited free float and lack of
liquidity of the Ordinary Shares, has negatively
impacted the share price of C4X and
therefore its market capitalisation which the Directors believe
does not accurately reflect the Company's value.
· The Directors are therefore of the opinion that raising
further significant equity through public markets would be
challenging in the short or medium term, and potentially may not be
at a valuation that is acceptable to Shareholders or at all.
Additionally, the Directors believe, admission of the Ordinary
Shares to trading on AIM does not, in itself, offer investors the
opportunity to trade in meaningful volumes or with frequency within
an active market.
· The Directors believe that C4X's growth prospects and ability
to execute its immuno-inflammation strategy will be
best accomplished as a private company due to:
o wider access to a greater pool of investors as a private
company who are more likely to support an increased scale of the
business and provide opportunity for the creation of increased
Shareholder value; and
o investors which are likely to include venture capital and
specialist investors, who the Directors believe have greater
appetite for drug discovery companies such as C4X who do not have
regular revenue streams and who are subject to research,
development and clinical trial costs and risks.
· The Directors believe re-registering as a private company
potentially enables access to a larger quantum of future funding
required to accelerate the Company's strategy and facilitate the
Company's drive towards discovery and development inflection points
with a view to maximising revenue from its portfolio.
· The considerable cost of maintaining admission to trading on
AIM, including fees payable to its professional advisers, including
the nominated adviser and broker, AIM fees payable to the London
Stock Exchange as well as incremental legal, insurance, accounting
and auditing fees, along with the considerable amount of management
time and regulatory burden associated with maintaining the
Company's admission to trading on AIM are, in the Directors'
opinion, disproportionate to the benefits to the Company. The
Directors believe the time and cost savings associated with the
Cancellation and Re-registration could be better utilised for the
benefit of the Company and its Shareholders.
· The Company has obtained indications of support for the
Cancellation from its largest shareholders representing 56.2 per
cent. of the Company's current issued share Capital. Further
details are set out below.
Accordingly, the Directors are of the view that the continued
admission of the Ordinary Shares to trading on AIM is unlikely to
provide the Company with the optimal platform to access further
significant capital in the future. As a result of this review and
following careful consideration, the Board considers the
disadvantages associated with maintaining the admission of the
Ordinary Shares to trading to be disproportionately high when
compared to the perceived benefits of being listed on AIM and
therefore the Board has unanimously concluded that the proposed
Cancellation and Re-registration is in the best interests of the
Group and its Shareholders as a whole.
Process for, and principal effects of, the
Cancellation
The Company welcomes all Shareholders who wish
to remain shareholders of C4X in the event of Cancellation.
However, the Directors are aware that certain Shareholders may be
unable, or unwilling, to hold Ordinary Shares in a private company
in the event that the Cancellation is approved and becomes
effective. Such Shareholders may consider selling their Ordinary
Shares in the market prior to the Cancellation becoming effective.
Alternatively, should the Cancellation become effective, the
Company intends to implement a Matched Bargain Facility with a
third party who would facilitate Shareholders buying and selling
Ordinary Shares on a matched bargain basis following
Cancellation.
Rule 41 of the AIM Rules requires any AIM
company that wishes the London Stock Exchange to cancel the
admission of its shares to trading on AIM to notify shareholders
and to separately inform the London Stock Exchange of its preferred
cancellation date at least 20 clear business days prior to such
date. In accordance with AIM Rule 41, the Directors have notified
the London Stock Exchange of the Company's intention, subject to
the Cancellation Resolution being passed at the General Meeting, to
cancel the Company's admission of its Ordinary Shares to trading on
AIM on 26 April 2024. Accordingly, if the
Cancellation Resolution is passed at the General Meeting, the
Cancellation will become effective at 7.00 a.m. on 26 April 2024.
If the Cancellation becomes effective, Panmure
Gordon will cease to be nominated adviser of the Company pursuant
to the AIM Rules and the Company will no longer be required to
comply with the AIM Rules, however the Company will remain subject
to the Takeover Code.
Under the AIM Rules, it is a requirement that
the Cancellation must be approved via a special resolution 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 "Cancellation
Resolution").
The principal effects of the Cancellation will
include the following:
· as a
private company, there will be no formal market mechanism enabling
the Shareholders to trade in the Ordinary Shares;
· there will
be no formal market quote or live pricing for the Ordinary Shares,
therefore it may be more difficult to sell Ordinary Shares compared
to shares of companies admitted to trading on AIM (or any other
recognised market or trading exchange);
· it is
possible that immediately 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
regulatory and financial reporting regime applicable to companies
whose shares are admitted to trading on AIM will no longer apply
albeit the Company will remain subject to the Takeover
Code;
·
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 will not
be as stringent as for a company quoted on AIM. However, the
Company intends to continue to communicate information to
Shareholders in the form of newsletters, updates and via the
Company website (see below);
· 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;
· Panmure
Gordon will cease to be nominated adviser to the Company for the
purpose of the AIM Rules;
· 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.
The Company currently intends to continue to
provide certain facilities and services to Shareholders that they
currently enjoy as shareholders of an AIM company. The Company
will:
· continue
to communicate information about the Company (including annual
accounts) to its Shareholders, as required by the Companies Act;
and
· continue,
for at least 12 months following the Cancellation, to maintain its
website, www.c4xdiscovery.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.
Unless any major shareholder, being any of
Richard Griffiths, Lombard Odier Asset Management (Europe) Limited
or
Polar Capital LLP, exercises its entitlement to appoint
a person as a director of the Company as summarised in Part II of
the Circular, there will be no change to the composition of the
Board immediately following the Cancellation and
Re-registration.
The Resolutions to be proposed at the General
Meeting include the adoption of the New Articles, with effect from
the Re-registration. A summary of the principal differences between
the Current Articles and the proposed New Articles is included in
Part II of the Circular. A copy of the New Articles can be viewed
at www.c4xdiscovery.com.
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
the date of Cancellation. If the requisite majority of Shareholders
approve the Cancellation Resolution at the General Meeting, it is
anticipated that the last day of dealings in the Ordinary Shares on
AIM will be 25 April 2024. The Board is not making any
recommendation as to whether or not Shareholders should buy or sell
their Ordinary Shares.
Dealing and settlement arrangements post the
Cancellation
The Directors are aware that
Shareholders may wish to acquire or dispose of Ordinary Shares in
the Company following the Cancellation. Should the Cancellation
Resolution be approved by Shareholders at the General Meeting, the
Company is seeking to implement a Matched Bargain Facility and has
appointed Asset Match (www.assetmatch.com) to facilitate trading in
the Ordinary Shares. This facility will allow Shareholders and new
investors to trade Ordinary Shares by matching buyers and sellers
through periodic auctions. Investors can register their interest
for further information on the Asset Match auction process by
emailing dealing@assetmatch.com.
The Asset Match trading facility
operates under its own code of practice which governs the behaviour
of participants and the running of the periodic auctions. Asset
Match operates an open auction system where volumes of bids and
offers at different prices are displayed on its website together
with the closing date of the auction. At the end of each auction
period, Asset Match passes this information through a
non-discretionary algorithm that determines a "market-derived"
share price based on supply and demand and allocates transactions
accordingly. Bids and offers may be made and withdrawn at any time
before the closing date of each auction.
Shareholders will continue to be
able to hold their shares in uncertificated form (i.e. in CREST)
and should check with their existing stockbroker whether they are
willing or able to trade in unquoted shares. Shareholders wishing
to trade shares through Asset Match must do so through a
stockbroker. A comprehensive list of stockbrokers who have signed
up to access the Asset Match platform is available on request by
emailing dealing@assetmatch.com.
Should the Cancellation become
effective and the Company establishes the Matched Bargain Facility,
full details will be made available to Shareholders on the
Company's website at www.c4xdiscovery.com and directly by letter or
e-mail (where appropriate). Shareholders may contact Asset Match in
relation to any queries regarding trading via the secondary market
trading facility by emailing dealing@assetmatch.com.
The Matched Bargain Facility will
operate for a minimum of twelve months after Cancellation. The
Directors' current intention is that it will continue beyond that
time but Shareholders should be aware that any such Matched Bargain
Facility could be withdrawn at a later date and therefore inhibit
the ability to trade the Ordinary Shares. Further details will be
communicated to the Company's Shareholders at the relevant
time.
If
Shareholders wish to buy or sell Ordinary Shares on AIM they must
do so prior to the Cancellation becoming effective. As noted above,
in the event that Shareholders approve the Cancellation, it is
anticipated that the last day of dealings in the Ordinary Shares on
AIM will be 25 April 2024
and that the effective date of the Cancellation will be 26
April 2024.
Process for the Re-Registration
As set out above, following
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 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.
Under the Companies Act 2006, 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 (the
"Re-registration Resolution").
Subject to, and conditional upon,
the Cancellation and the passing of the Re-Registration Resolution,
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.
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.
On the basis of the current
composition and residency of the Directors, the residency test will
be satisfied, therefore 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. Consequently, the
Takeover Code will continue to apply to the Company following the
Cancellation and the Re-registration subject to its terms until the
later of:
· the date falling 10
years following the Cancellation Date;
· the date falling 10
years after dealings and/or prices at which persons are willing to
deal in any of the Ordinary Shares have been published on a regular
basis for a continuous period of at least six months, whether via a
newspaper, electronic price quotation system or
otherwise;
· the date falling 10
years after any of the Ordinary Shares have been subject to a
marketing arrangement as described in section 693(3)(b) of the UK
Companies Act 2006; or
· the date falling 10
years after the Company has filed a prospectus for the offer,
admission to trading or issue of securities with the registrar of
companies or any other relevant authority in the United Kingdom,
the Channel Islands or the Isle of Man,
provided that, the Takeover Code may
cease to apply earlier, if any changes to the composition of the
Board result in the majority of the Directors not being resident in
the United Kingdom, Channel Islands or Isle of Man. Should the
Takeover Code cease to apply to the Company in the future,
Shareholders will not receive the protections afforded by the
Takeover Code in the event that there is a subsequent offer to
acquire their Ordinary Shares.
Under Rule 9 of the Takeover Code,
when any person or group of persons acting in concert, individually
or collectively, acquire an interest in shares which carry 30 per
cent. or more of the voting rights of a company; or are interested
in shares which in aggregate carry not less than 30 per cent. of
the voting rights of a company but do not hold shares carrying more
than 50 per cent. of the voting rights of a company and such person
or any person acting in concert with him acquires an interest in
any other shares, which increases the percentage of the shares
carrying voting rights in which he is interested, then that person
or group of persons is normally required by the Panel to make a
general offer in cash to all shareholders of that company at the
highest price paid by them for any interest in shares in that
company during the previous 12 months. Rule 9 of the Takeover Code
further provides that where any person, together with persons
acting in concert with him, holds over 50 per cent. of the voting
rights of a company to which the Takeover Code applies and acquires
additional shares which carry voting rights, then that person will
not generally be required to make a general offer to the other
shareholders to acquire the balance of the shares not held by that
person or his concert parties.
Warrants
The rights of Warrantholders will be
unaffected by the proposed Cancellation and Re-registration and, in
particular, Warrantholders will continue to be able to exercise
their Warrants following Cancellation and Re-registration in
accordance with the terms and conditions of the
Warrants.
Shareholder support
The Company has received irrevocable
undertakings from Richard Griffiths and Polar Capital LLP holding
in aggregate 100,308,130 Ordinary Shares (representing
approximately 39.8 per cent. of the existing issued ordinary share
capital of the Company) to vote in favour or the Resolutions. These
Shareholders have indicated they wish to continue to support the
Company's growth strategy as ongoing Shareholders in a private
vehicle. They have therefore irrevocably undertaken to vote in
favour of the Resolutions.
The Company has also received a
non-binding letter of intent from Lombard Odier holding 41,366,622
Ordinary Shares (representing approximately 16.4 per cent. of the
existing issued ordinary share capital of the Company) to vote in
favour of the Resolutions.
The Company has also received an
irrevocable undertaking from each of the Directors holding in
aggregate 2,140,989 Ordinary Shares (being all shareholdings held
by Directors) and representing approximately 0.85 per cent. of the
existing issued ordinary share capital of the Company to vote in
favour of the Resolutions. The Directors are fully supportive of
the Company's growth strategy and intend to continue to support the
Company as Shareholders.
General Meeting
The General Meeting will be
held at the offices of Panmure Gordon (UK)
Limited, 40 Gracechurch Street, London EC3V 0BT at 11.00 a.m. on 15 April 2024. Shareholders wishing to attend
the General Meeting are encouraged to email
generalmeeting@c4xdiscovery.com to
register their intention to do so. Failure to register will not
prevent a Shareholder from attending the General Meeting in
person.
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
company and to approve the adoption by the Company of the New
Articles.
Action to be taken in relation to the General
Meeting
Shareholders are encouraged to vote in the
following ways:
· Online: submitting a
proxy vote at www.signalshares.com or via the
LinkVote+ app. Further details can be found in the notes to the
Notice of General Meeting on page 21 of the
Circular.
· CREST: CREST members
may use the CREST electronic proxy appointment service to submit
their proxy appointment in respect of the General Meeting as
detailed in the notes to the Notice of General Meeting on page
20 of the Circular.
· Proxymity: If you
are an institutional investor you may also be able to appoint a
proxy electronically via the Proxymity platform as detailed in the
notes to the Notice of General Meeting on page 21 of the Circular.
· Requesting a Form of
Proxy: If you require a Form of Proxy please
contact our Registrar, Link Group via email at
shareholderenquiries@linkgroup.co.uk, or call on 0371 664 0391.
Calls are charged at the standard geographic rate and will vary by
provider. Calls outside the United Kingdom will be charged at the
applicable international rate. We are open between 09:00 - 17:30,
Monday to Friday excluding public holidays in England and
Wales.
Please note that all proxy appointments,
whether postal or electronic, must be received by no later than
11.00 a.m. on 11 April 2024, being 48 hours
(excluding days that are not Business Days) before the time fixed
for the General Meeting.
Shareholders are encouraged to appoint the
chair of the General Meeting as their proxy with directions as to
how to cast their vote on the Resolutions proposed. The appointment
of a proxy will not preclude Shareholders from attending and voting
at the General Meeting in person should they so wish.
Shareholders wishing to attend the General
Meeting are encouraged to email generalmeeting@c4xdiscovery.com to
register their intention to do so. Failure to register will not
prevent a Shareholder from attending the General Meeting in
person.
It is important that as many votes as possible
are cast. Whether or not Shareholders plan to attend the General
Meeting in person, Shareholders are encouraged to submit proxy
votes as soon as possible. If either the Cancellation Resolution or
the Re-registration Resolution is not approved by Shareholders at
the General Meeting, then neither the Cancellation nor the
Re-registration will take place.
Recommendation
The Directors believe that the Resolutions to
be put to the General Meeting are in the best interests of the
Company and will promote its success for the benefit of the
Shareholders as a whole and unanimously recommend that you vote in
favour of the Resolutions, as they have irrevocably committed to do
in respect of their own shareholdings.
If you are in any doubt as to the action you
should take, you are recommended to seek your own independent
advice.
Result of General Meeting
The results of the General Meeting will be
announced through a Regulatory Information Service and on the
Company's website at www.c4xdiscovery.com as soon as possible after
the meeting has been held.
- Ends -
Contacts
C4X Discovery
Holdings
|
|
Mo Noonan, Communications
|
+44 (0)787 6444977
|
|
|
Panmure Gordon
(UK) Limited (NOMAD and Broker)
|
|
Freddy Crossley, Emma Earl (Corporate
Finance)
|
+44 (0)20 7886 2500
|
Rupert Dearden (Corporate Broking)
|
|
|
|
C4X Discovery
Media - ICR Consilium
|
|
Mary-Jane Elliott, Chris Gardner, Angela
Gray
|
+44 (0)203 709 5700
|
Notes to
Editors:
About C4X
Discovery
C4X Discovery (C4XD) is a pioneering Drug Discovery
company, combining scientific expertise with cutting-edge
technologies to efficiently deliver world‑leading medicines. We
have a highly valuable and differentiated approach to Drug
Discovery through our enhanced molecular design and patient
stratification capabilities, generating small molecule drug
candidates across multiple disease indications focused on
immuno-inflammation. We are advancing our internal portfolio which
ranges from early-stage target opportunities to late-stage Drug
Discovery programmes and we have two commercially partnered
programmes with Sanofi and AstraZeneca, and one clinical stage
candidate which has been acquired by Indivior.
For more information visit us at www.c4xdiscovery.com or follow us
on twitter @C4XDiscovery.
EXPECTED TIMETABLE OF PRINCIPAL
EVENTS
Event
|
Time and/or
date(1)(2)
|
Announcement of proposed Cancellation,
Re-registration and adoption of New Articles
|
27 March
2024
|
Publication and posting of the Circular and the
Form of Proxy
|
27 March
2024
|
Latest time for receipt of proxy appointments
in respect of the General Meeting
|
11.00 a.m. on 11
April 2024
|
General Meeting
|
11.00 a.m. on 15
April 2024
|
Announcement of result of General
Meeting
|
15 April
2024
|
Last day of dealings in Ordinary Shares on
AIM
|
25 April
2024
|
Cancellation
|
7.00 a.m. on 26 April
2024
|
Commencement of Matched Bargain
Facility
|
26 April
2024
|
Expected re-registration as a private
company
|
week commencing 29
April 2024
|
Notes:
(1) All of the
times referred to in this announcement refer to London time, unless
otherwise stated.
(2) The timetable
above assumes that the Resolutions set out in the Notice of General
Meeting are passed. Events listed in the above timetable following
the General Meeting are conditional on the Resolutions being passed
at the General Meeting without amendment.
(3) 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.