OCTP Oxford Cannabinoid Technologies Holdings Plc

Oxford Cannabinoid Technologies Holdings plc

("OCT" or the "Company")

Updated Shareholder Information regarding Listing Cancellation

The Board of Oxford Cannabinoid Technologies Holdings plc (LSE:OCTP) refers to its announcement of 8 May 2024. 

In view of the Public Consultation Paper 2024/1 published by the Code Committee of the Takeover Panel on 24 April 2024, which is the subject of ongoing public consultation, the Company wishes to reaffirm that, consistent with the declarations that it made on 8 May 2024, following cancellation of its listing on the Official List, OCT will continue to be subject to the obligations placed on it by the Takeover Code. However, if the amendments to the Code proposed in PCP 2024/1 are adopted, the Code would cease to apply to the Company after a period of three years following the implementation of those amendments. Those ongoing obligations are set out below in Appendix A. The Company also restates its intention to remain registered as a public limited company with the Registrar of England and Wales, following cancellation. 

Timetable

The Cancellation will become effective at 8.00am on 6 June 2024, according to the following timetable.

Shareholder Engagement

Following the cancellation of the Listing, the Company will keep shareholders informed by posting regular updates on its website, in place of Regulatory News Service (RNS) announcements.

The Directors of the Company accept responsibility for the content of this announcement.

Enquiries:

Appendix A

Further Details on Ongoing Obligations

The Takeover Code (the "Code") applies to all offers for companies which have their registered offices in the UK, 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 Code also applies to all offers for companies (both public and private) which have their registered offices in the UK, the Channel Islands or the Isle of Man which are considered by the Takeover Panel (the "Panel") to have their place of central management and control in the UK, the Channel Islands or the Isle of Man, but in relation to private companies only if one of a number of conditions are met, including that any of the company's equity share capital or other transferable securities carrying voting rights have been 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.

When the Delisting becomes effective, the Company's securities will no longer be admitted to trading on a UK regulated market or a UK multilateral trading facility.  In these circumstances, the Code will apply to the Company only if it is considered by the Panel to have its place of central management and control in the UK, 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 UK following the Delisting.  As a result, for so long as (i) the Company continues to be a public company and (ii) its place of central management and control is considered by the Panel to be in the UK, the Channel Islands or the Isle of Man, the Code will continue to apply to the Company, including the requirement for a mandatory cash offer to be made if either:

(a)           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% or more; or

(b)           a person, together with persons acting in concert with it, is interested in shares which in the aggregate carry not less than 30% of the voting rights of a company but does not hold shares carrying more than 50% 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.

At present, the Code would continue to apply to the Company following the Delisting.  However, if the amendments to the Code proposed in PCP 2024/1 are adopted, the Code would cease to apply to the Company after a period of three years following the implementation of those amendments.

In addition, the Company's place of central management and control could change as a result of, for example, the appointment of additional directors who are not resident in the UK, the Channel Islands or the Isle of Man, in which event the Code might then cease to apply to the Company.

Brief details of the Panel, and of the protections afforded by the Code, are set out below.

The Code

The Code is issued and administered by the Panel. The Code currently applies to the Company and, accordingly, its shareholders are entitled to the protections afforded by the Code.

The Code and the Panel operate principally to ensure that shareholders are treated fairly and are not denied an opportunity to decide on the merits of a takeover, and that shareholders of the same class are afforded equivalent treatment by an offeror. The Code also provides an orderly framework within which takeovers are conducted. In addition, it is designed to promote, in conjunction with other regulatory regimes, the integrity of the financial markets.

The General Principles and Rules of the Code

The Code is based upon a number of General Principles which are essentially statements of standards of commercial behaviour. The General Principles apply to takeovers and all other matters with which the Code is concerned. They are applied by the Panel in accordance with their spirit to achieve their underlying purpose.

In addition to the General Principles, the Code contains a series of Rules. Some of the Rules provide more detail on how the General Principles will be applied by the Panel and others govern specific aspects of takeover procedure. Like the General Principles, the Rules are to be interpreted to achieve their underlying purpose. Therefore, their spirit must be observed as well as their letter. The Panel may derogate or grant a waiver to a person from the application of a Rule in certain circumstances.

The following is a summary of key provisions of the Code which apply to transactions to which the Code applies.

Equality of treatment

General Principle 1 of the Code states that all holders of the securities of an offeree company of the same class must be afforded equivalent treatment. Furthermore, Rule 16.1 requires that, except with the consent of the Panel, special arrangements may not be made with certain shareholders in the Company if there are favourable conditions attached which are not being extended to all shareholders. 

Information to shareholders

General Principle 2 requires that the holders of the securities of an offeree company must have sufficient time and information to enable them to reach a properly informed decision on a takeover bid. Consequently, a document setting out full details of an offer must be sent to the offeree company's shareholders.

The opinion of the offeree board and independent advice

The board of the offeree company is required by Rule 3.1 of the Code to obtain competent independent advice as to whether the financial terms of an offer are fair and reasonable and the substance of such advice must be made known to shareholders. Rule 25.2 requires the board of the offeree company to send to shareholders and persons with information rights its opinion on the offer and its reasons for forming that opinion. That opinion must include the board's views on: (i) the effects of implementation of the offer on all the company's interests, including, specifically, employment; and (ii) the offeror's strategic plans for the offeree company and their likely repercussions on employment and the locations of the offeree company's places of business.

The document sent to shareholders must also deal with other matters such as interests and recent dealings in the securities of the offeror and the offeree company by relevant parties and whether the directors of the offeree company intend to accept or reject the offer in respect of their own beneficial shareholdings.

Rule 20.1 states that, except in certain circumstances, information and opinions relating to an offer or a party to an offer must be made equally available to all offeree company shareholders and persons with information rights as nearly as possible at the same time and in the same manner.

Option holders and holders of convertible securities or subscription rights

Rule 15 of the Code provides that when an offer is made and the offeree company has convertible securities outstanding, the offeror must make an appropriate offer or proposal to the holders of those securities to ensure their interests are safeguarded. Rule 15 also applies in relation to holders of options and other subscription rights.