Ananda Developments Plc Result of General Meeting

 
TIDMANA 
 
27 March 2023 
 
                            ANANDA DEVELOPMENTS PLC 
 
                          ("Ananda" or the "Company") 
 
 Result of General Meeting, Completion of Acquisition of MRX Global Limited and 
                                 Board Changes 
 
Result of General Meeting 
 
Ananda is pleased to announce that the resolutions required to approve the 
acquisition of the  entire issued share capital of MRX Global Ltd ("MRX 
Global") and its subsidiary, MRX Medical Ltd ("MRX"; "the "Acquisition"), were 
duly passed at the General Meeting of the Company held today. 
 
Accordingly, the Acquisition has been completed and 673,840,000 ordinary shares 
of 0.2p each in the Company ("Ordinary Shares") are being  issued as 
consideration ("Consideration Shares") to the vendors of MRX Global.  In 
addition, Professor Clive Page and Jeremy Sturgess-Smith have today joined the 
Board of Ananda as a Non-executive Director and Executive Director 
respectively. 
 
A schedule of the votes cast at the General Meeting is set out at the end of 
this announcement. Of the Ordinary Shares that voted at the General Meeting, 
99.999 per cent voted in favour of all three resolutions. 
 
Information about MRX 
 
MRX  has invented a proprietary method to formulate cannabis medicines, the 
first of which, MRX1, is to be used in two Phase II Randomised Controlled 
Trials (RCTs) to investigate the effectiveness of cannabidiol (CBD) in 
chemotherapy induced peripheral neuropathy (CIPN) and in patients with 
endometriosis. MRX's cannabidiol formulations meet the requirements set out by 
the National Institute for Health and Care Excellence (NICE) for research into 
the effectiveness of CBD with no or trace tetrahydrocannabinol (THC). The 
clinical trials have received combined commitments of £1.55m in external grant 
funding and will be carried out by leading investigators at the University of 
Edinburgh. 
 
MRX1 and MRX2, MRX's second formulation, will also be launched as unlicensed 
CBPM's (Cannabis Based Products for Medicinal use) in the coming months, 
potentially generating near-term revenues for Ananda. 
 
Commenting on the Acquisition, Melissa Sturgess, Chief Executive Officer of 
Ananda, said: 
 
"We are entering a very exciting period for Ananda.  Our focus is now on 
getting to commercial flower production, launching MRX's medical cannabis oils 
and beginning the two Phase Two randomised controlled trials.  Revenues are now 
in our sights.  Evidence that meets the regulators' requirements, and our goal 
of accessing  NHS funding, are now also in our sights". 
 
Directors'  Interests 
 
The vendors of MRX Global include Charles Morgan, Chairman of Ananda, Melissa 
Sturgess, Chief Executive of Ananda, Dr Inbar Pomeranchik, a Non-executive 
Director of Ananda, Jeremy Sturgess-Smith, Chief Operating Officer of Ananda 
and Clive Page, a Non-executive Director of Ananda. 
 
Following completion of the Acquisition and the issue of the Consideration 
Shares, the Directors of Ananda and their interests in the share capital of the 
Company will be as follows: 
 
Director                 Number of Ordinary Shares             % 
 
Charles Morgan                 1,084,415,229                 39.66 
 
Melissa Sturgess                385,751,785                  14.11 
 
Stuart Piccaver*                350,000,000                  12.80 
 
Jeremy Sturgess-Smith           106,900,010                  3.91 
 
Inbar Pomeranchik               26,666,667                   0.97 
 
John Treacy                          -                         - 
 
Clive Page                      33,333,333                   1.22 
 
*These Ordinary Shares are held by Anglia Salads Limited, of which Stuart 
Piccaver is a director and major shareholder. 
 
Concert Party 
 
Following the issue of the Consideration Shares, the issued ordinary share 
capital of the Company will comprise 2,734,125,229 Ordinary Shares (the 
"Enlarged Issued Share Capital"), and the Concert Party (as defined in the 
circular to Ananda shareholders dated 24 November 2022) will be interested in 
1,591,703,161 Ordinary Shares in aggregate, representing 58.22 per cent of the 
Enlarged Issued Share Capital. 
 
Charles Morgan and Melissa Sturgess (who are members of the Concert Party) are 
husband and wife and therefore regarded as a single shareholder for the 
purposes of the City Code on Takeovers and Mergers (the "Code"). Following the 
issue of the Consideration Shares, Charles Morgan and Melissa Sturgess will 
together be interested in 1,470,167,014 Ordinary Shares, representing 53.77 per 
cent of the Enlarged Issued Share Capital. 
 
For so long as Charles Morgan and Melissa Sturgess together hold shares 
carrying more than 50 per cent of the Company's voting share capital, they may, 
whether or not the Concert Party still exists, increase their interest in the 
Ordinary Shares in the Company without incurring any obligation under Rule 9 of 
the Code to make a general offer for the remaining shares. 
 
For so long as the Concert Party holds shares carrying more than 50 per cent of 
the Company's voting share capital and its members continue to be acting in 
concert, those members may increase their aggregate interests in the Ordinary 
Shares in the Company without incurring any obligation under Rule 9 of the Code 
to make a general offer for the remaining shares, although individual members 
of the Concert Party, other than Charles Morgan and Melissa Sturgess, will not 
be able to increase their percentage interest in the Ordinary Shares of the 
Company through, or between, a Rule 9 threshold without the consent of the 
Panel on Takeovers and Mergers. 
 
Application for Admission 
 
Application will be made for the Consideration Shares to be admitted to trading 
on the AQSE Growth Market and admission is expected to become effective on 31 
March 2023. 
 
The Consideration Shares will, on admission, rank pari passu in all respects 
with the Ordinary Shares in issue and will rank in full for all dividends and 
other distributions hereafter declared, paid or made on the ordinary share 
capital of the Company. 
 
Total Voting Rights 
 
Following the issue of the Consideration Shares, the Company's issued share 
capital will comprise 2,734,125,229 Ordinary Shares. 
 
The figure of 2,734,125,229 Ordinary Shares may be used by shareholders in the 
Company as the denominator for the calculations by which they will determine if 
they are required to notify their interest in, or a change to their interest 
in, the share capital of the Company under the Financial Conduct Authority's 
Disclosure and Transparency Rules. 
 
General Meeting Proxy Votes 
 
The proxy votes received from shareholders on each resolution are set out 
below. The percentage in each case represents the votes cast as a percentage of 
the Ordinary Shares eligible to vote at the General Meeting, after certain 
shareholders with an interest in the Acquisition agreed not to cast any votes 
in respect of the Ordinary Shares held by them. 
 
Resolution    Votes for     %       Votes      %    Votes total     Votes 
                                   against                        withheld* 
 
Resolution 1 495,955,807  99.999    6,398    0.001  495,962,205       0 
 
Resolution 2 495,955,467  99.999    6,738    0.001  495,962,205       0 
 
Resolution 3 495,955,467  99.999    6,738    0.001  495,962,205       0 
 
 *A vote withheld is not a vote in law and is not counted in the calculation of 
the proportion of votes "For" or "Against" any of the resolutions. 
 
                                    -Ends- 
 
The Directors of the Company accept responsibility for the contents of this 
announcement. 
 
ANANDA DEVELOPMENTS PLC                                 +44 (0)7463 686 497 
                                                  ir@anandadevelopments.com 
Chief Executive Officer 
Melissa Sturgess 
 
Investor Relations 
Jeremy Sturgess-Smith 
 
PETERHOUSE CAPITAL LIMTED                               +44 (0)20 7469 0930 
 
Corporate Finance 
Mark Anwyl 
 
Corporate Broking 
Lucy Williams 
Duncan Vasey 
 
About Ananda Developments 
 
Ananda is an AQSE-listed medical cannabis company creating UK-based operations 
to grow and provide carbon zero, consistent, medical cannabis for the UK and 
international markets. 
 
For more information, please visit: https://anandadevelopments.com 
 
Market Abuse Regulation (MAR) Disclosure 
 
The information contained within this announcement is deemed by the Company to 
constitute inside information. Upon the publication of this announcement via a 
Regulatory Information Service, this inside information is now considered to be 
in the public domain. 
 
        Notification and public disclosure of transactions by persons discharging 
          managerial responsibilities and persons closely associated with them. 
 
1   Details of the person discharging managerial responsibilities / person closely 
    associated 
 
a)  Name              Charles       Melissa        Jeremy          Inbar      Clive Page 
                      Morgan       Sturgess    Sturgess-Smith   Pomeranchik 
 
2   Reason for the notification 
 
a)  Position/        Chairman        Chief     Chief Operating Non-Executive Non-Executive 
    status                         Executive       Officer       Director      Director 
 
b)  Initial 
    notification /                                 Initial 
    Amendment 
 
3   Details of the issuer, emission allowance market participant, auction platform, 
    auctioneer, or auction monitor 
 
a)  Name                                   Ananda Developments plc 
 
b)  LEI                                     894500DFM8VOC5FW4X47 
 
4   Details of the transaction(s): section to be repeated for (i) each type of 
    instrument; (ii) each type of transaction; (iii) each date; and (iv) each place 
    where transactions have been conducted 
 
a)  Description of 
    the financial  Ordinary Shares of 0.2p each 
    instrument, 
    type of 
    instrument     ISIN: ISIN: GB00BDQPXQ60 
    Identification 
    code

b)  Nature of the                           Vendor Consideration 
    transaction 
 
c)  Price(s) and    180,549,333   199,957,333    105,200,010    26,666,667    33,333,333 
    volume(s)        Ordinary      Ordinary    Ordinary Shares   Ordinary      Ordinary 
                     Shares at     Shares at     at 0.3p per     Shares at     Shares at 
                     0.3p per      0.3p per         share        0.3p per      0.3p per 
                       share         share                         share         share 
 
d)  Aggregated 
    information    n/a 
    - Aggregated 
    volume 
    - Price 
 
e)  Date of the                                 27 March 2023 
    transaction 
 
f)  Place of the                                 Off market 
    transaction 
 
 
 
END

(END) Dow Jones Newswires

March 27, 2023 07:47 ET (11:47 GMT)

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