6
September 2024
ProBiotix Health
plc
("ProBiotix" or the "Company"
or, together with its subsidiary, the "Group")
Response to OptiBiotix Health
plc announcement
ProBiotix Health plc (AQSE: PBX),
the life sciences business developing probiotics to support
cardiometabolic health, notes with disappointment the announcement
made by OptioBiotix Health plc ("OptiBiotix") on 5 September
2024.
As has been previously announced,
the ProBiotix Annual General Meeting ("AGM") was held at the
offices of our Aquis Corporate Adviser, Peterhouse Capital Limited
(3rd Floor, 80 Cheapside, London, EC2V 6EE), at 1.30pm
on 8 August 2024. On the day, among others, those in attendance at
the AGM included Neil Davidson (Chairman of OptiBiotix) and Stephen
O'Hara (CEO of OptiBiotix and a Non-Executive Director of
ProBiotix). All those shareholders in attendance voted in favour of
all resolutions, with OptiBiotix previously voting all its shares
in favour by proxy and not withdrawing its vote at the AGM
itself.
The claim raised by OptiBiotix in
their recent announcement is that a typographical error in
the Notice of AGM invalidated the Directors' authority to allot
shares in the Company for cash otherwise than on a pre-emptive
basis. The formal notice of the AGM was set out in the
Company's annual report and accounts and this notice contained the
error referred to by OptiBiotix. This formal notice was sent,
or made available, to shareholders of the Company and presented at
the AGM. The Company apologises for this error.
As the error was merely
typographical and obviously an error, under case law and the
Company's articles of association, it was capable of remedy by the
Chairman at the AGM. This inadvertent error was
indeed corrected by the Chairman at the AGM, in the presence of
Neil Davidson and Stephen O'Hara. As referred to above,
OptiBiotix had previously voted in favour of all the resolutions at
the AGM and made no attempt to amend or withdraw its vote after the
error was pointed out to the meeting and corrected.
Consequently, the Board of ProBiotix
has been advised that Optibiotix's erroneous assertions have no
merit, and that all the Resolutions were duly passed at the
AGM.
As highlighted at the time of the
Company's interim results announcement on 30 August 2024, there is
demonstrable progress being made by ProBiotix, as commercial
traction for our product range increases. The Company has
continuously examined the funding options available to it, but, in
the absence of commitments from existing shareholders, it was
decided that the share subscription by Holdingselskabet af 29. Juni 2010 Aps, the family office of
Denmark based investor Frederik Bruhn-Petersen, represented the
most efficient route to secure immediate funds from a new,
supportive shareholder.
These funds provide the Company with
the working capital it needs to fulfil its strategy.
The Company will therefore be
proceeding with the allotment of the 36,500,000
fundraising shares (and their admission to trading on the Aquis
Growth Market on 10 September 2024) as detailed in the Company's
announcement of 4 September 2024.
Adam Reynolds, Non-Executive Chairman of ProBiotix,
commented:
"We are
disappointed at the manner in which OptiBiotix are wishing to
conduct a public argument, but remain resolute in our opinion that
we have observed the correct protocol in terms of the recent AGM
and fundraising.
The new funds will allow the Company to accelerate its
progress, and we look forward to demonstrating continued commercial
success for all our stakeholders."
For
further information, please contact:
|
Peterhouse Capital Limited (Aquis Corporate
Adviser)
|
Tel: 020
7220 9793
|
|
Mark Anwyl
|
|