29 July 2019
Proton Partners International Limited
Publication of Circular and Notice of General Meeting
Proton Partners International Limited (the "Company" or "Proton" or "Group") stated in its Nex Exchange Growth Market ("NEX") Admission Document that it would seek to re-register as a public limited company within six months of its admission to NEX on 28 February 2019. The Company announces that it has today published a circular (the "Circular"), including a Notice of General Meeting, setting out details of the recommended proposals which include (i) a capital reduction; (ii) a proposed re-registration as a public limited company under the name "Rutherford Health plc" and (iii) adoption of new articles of association for the Company ("Proposals").
The full text of the letter from the Chairman from the Circular is set out below together with the expected timetable of principal events.
The Circular, which contains the notice convening the General Meeting to be held at the offices of Fieldfisher LLP, Riverbank House, 2 Swan Lane, London, EC4R 3TT on 14 August 2019 at 12:00 noon, will today be posted to Shareholders, together with the Form of Proxy, for voting on the resolutions relating to each of the Proposals.
Copies of the Circular are available from the Company's registered office during normal business hours on any weekday (public holidays excepted) for a period of one month from the date of the Circular and from the Company's website at www.proton-int.com.
Any capitalised terms not defined in this announcement shall have the same meaning as those defined in the Circular.
The information contained within this announcement is deemed to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014. Upon the publication of this announcement, this inside information is now considered to be in the public domain.
The directors of Proton Partners International Limited accept responsibility for this announcement.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS:
(a) If any of the above times or dates should change, the revised times and/or dates will be notified to Shareholders by an announcement to a Regulatory Information Service.
(b) Unless otherwise specified, references in this document to time are to BST.
LETTER FROM THE CHAIRMAN
Re-registration as a public limited company
Notice of General Meeting
At the time of the Company's admission to trading on NEX we said in the Admission Document that the Company intended to re-register as a public limited company within 6 months following admission. I am now writing to update you on our plans for re-registration of the Company as a public limited company (the "Re-registration").
In order to re-register as a public limited company, the Company must carry out a reduction of capital and make certain other changes to its constitution as set out below.
In order to allow the Re-registration to proceed, it is necessary for us to obtain various authorisations and approvals from Shareholders. Accordingly, this letter contains a brief summary and explanation of the Re-registration process, including the proposed Capital Reduction which is necessary for the Re-registration to proceed, which will require shareholder resolutions to be passed by way of special resolutions at a General Meeting.
2. Proposed re-registration as a public limited company and Capital Reduction
In order to re-register as a public limited company, it is a key requirement that the Company has positive net assets based on the tests set out in the Act. In order to meet these requirements, the Company must reduce its share premium account from GBP173 million to GBP138 million to create a positive reserve (which is treated as realised profit), which can then be set off against the Company's historic accumulated losses.
The current balance of the Company's share premium account is approximately GBP173 million as a result of the various share issues that have taken place since the Company's incorporation.
Please note, by way of reassurance, that notwithstanding the reduction of capital described above, Shareholders will hold the same class, proportion and percentage of Shares before and after these steps and the value of their shareholdings will remain the same before and after.
The reduction of the share premium account and the re-registration as a public limited company require the approval of Shareholders.
3. Capital Reduction
Under the Act, a company limited by shares may reduce or cancel its share capital unless its articles of association restrict or prohibit such reductions of capital. There are no such restrictions or prohibitions in the articles of association of the Company. For a private limited company, a capital reduction is a two stage process requiring approval of shareholders by special resolution and a solvency statement given by all of the directors. The Company is therefore seeking the approval of Shareholders at the General Meeting to the Capital Reduction.
All of the Directors will sign the Solvency Statement before the General Meeting. The General Meeting will then be held to pass the Resolutions, including the Capital Reduction Resolution. The Solvency Statement will be made available for inspection throughout the General Meeting. Immediately after the General Meeting (or at any time within 15 days after the Capital Reduction Resolution is passed) all of the Directors will sign the Compliance Statement.
The Company will then file the following documents with the Registrar of Companies:
1. Copy of Capital Reduction Resolution
2. Signed Solvency Statement
3. Compliance Statement
4. Statement of capital, using Form SH19
The Capital Reduction will take effect on the registration of the Solvency Statement, Capital Reduction Resolution and statement of capital by Companies House (the "Effective Date"). This is expected to take place on or around 15 August 2019.
The principal aim of the Capital Reduction is to eliminate the deficit on the Company's profit and loss account and to create distributable reserves to ensure the Company has positive net assets based on the tests set out in the Act..
On the Effective Date, the Company's share premium account will be reduced from GBP173 million to GBP138 million to create a positive reserve (which is treated as realised profit), which can then be used to eliminate the deficit on the Company's profit and loss account and, as to the balance, to create positive reserves.
It should be noted that the Capital Reduction will not, in itself, involve any distribution or repayment of capital by the Company to any Shareholder or other person, and will not reduce the Company's underlying assets.
Following the Capital Reduction becoming effective, the Company will apply for Re-registration and change its name to "Rutherford Health plc". The Re-registration of the Company and change of name also require the approval of shareholders and their adoption will be conditional upon the Capital Reduction.
4. Adoption of New Articles of Association
The Company's articles of association are already in a form appropriate for a Company whose shares are admitted to trading on NEX. No substantial changes are therefore, required. The only changes to the existing articles will therefore be (a) to amend the Company's name to Rutherford Health plc, (b) to insert a restriction on the voting rights of Woodford Patient Capital Trust to a maximum of 49% of the voting rights in the Company, (c) to increase the general pre-emption right exemption in article 4.3 to GBP25,000 in total nominal value and (d) to amend the reference in article 4.3 to refer expressly to the Woodford Commitment (which was not signed at the time of adoption of the existing articles). The adoption of the Amended Articles will require the approval of shareholders and their adoption will be conditional upon Re-registration. The New Articles will be in the form enclosed with this letter.
5. General Meeting
Set out at the end of this document is a notice of the General Meeting of the Company to be held at the offices of Fieldfisher LLP, Riverbank House, 2 Swan Lane, London, EC4R 3TT on 14 August 2019 at 12:00 noon to consider and vote on the Resolutions in respect of the Capital Reduction, the Re-registration and the adoption of the New Articles as follows:
Resolution 1 is proposed as a special resolution and authorises the reduction of the Company's share premium account by the amount of GBP35 million.
Resolution 2, which is conditional upon resolution 1 becoming effective, is proposed as a special resolution and proposes that, subject to the reduction of share premium account referred to in resolution 1 becoming effective in accordance with the Act, the Company be re-registered as a public limited company and to change the name of the Company to "Rutherford Health plc".
Resolution 3, which is conditional upon resolutions 1 and 2 becoming effective, is proposed as a special resolution and approves the adoption of the New Articles, which incorporate the Company's new name, Rutherford Health plc.
6. Action to be taken in respect of the General Meeting
The Form of Proxy for use by Shareholders in relation to the General Meeting is enclosed. If you are unable to be present at the General Meeting, please complete and sign the Form of Proxy and return it to Share Registrars Limited, The Courtyard, 17 West Street, Farnham, Surrey, GU9 7DR, to be received as soon as possible and, in any event, by no later than 12:00 noon on 12 August 2019.
You are entitled to appoint a proxy to attend and vote instead of you. However, the completion and return of the Form of Proxy will not prevent you from attending the General Meeting and voting in person if you wish to do so.
The Board believes that the Capital Reduction, the Re-registration and the adoption of the New Articles are in the best interests of Shareholders and would promote the success of the Company for the benefit of its members as a whole. Accordingly, the Directors unanimously recommend that you vote in favour of the Resolutions to be proposed at the General Meeting.