Poolbeg Pharma plc (LON:POLB) a clinical stage infectious disease pharmaceutical company with a unique capital light clinical model, has announced that its Annual Report and Accounts for the period ended 31st December 2021, a notice of the Annual General Meeting 2022 and voting proxy form have been posted to shareholders.
Persons whose distribution in specie shares are held in trust by Croft Nominees Limited have also received a Voting Form of Direction and an Accompanying Letter advising them of how to instruct Croft, as the shareholder of record, to enter a vote on their behalf.
In accordance with AIM Rule 26, these documents are also available to view on the Company’s website:
The AGM is scheduled to be held at 11.00am on 4 April 2022 at the offices of DAC Beachcroft LLP, at 25 Walbrook, London EC4N 8AF.
As part of the AGM, there will be nine ordinary resolutions concerning the adoption of the accounts, re-appointment of auditors and fixing of their remuneration, the election/re-election of the Company Directions and general authorisation to issue shares. The special resolutions are in connection with the removal of pre-emption rights on the allotment of new equity shares, cancellation of the share premium account subject to court approval, and permission for and conditions around granting authority for the Company to buy back shares. Full details of all resolutions are available as part of the AGM notice.
Cathal Friel, Chairman of Poolbeg pharma said: “As outlined in our results announcement, market conditions have been and remain extremely challenging however we are actively working on creating demonstrable value as we drive the business forward. I strongly believe that part of the reason for the recent drop off in our share price has been the false impression that many of the original Open Orphan dividend in specie shareholders may sell their shares after the 19th of April because at that point in time, we will be transferring their shares from Croft Nominees to the shareholders as the 9-month lock in period will have expired. Part of my belief why the shareholders won’t suddenly start to sell these dividend in specie shares is because the distribution is exempt for UK income tax purposes as advance clearance for a statutory demerger was obtained from HMRC. As such, there should be no UK income tax liabilities for UK resident shareholders, the only time that UK resident shareholder will be subject to tax on these dividend in specie shares, will be in the event that they sell them, and in that event there will be a capital gains tax payment due.
As such, I believe we are unlikely to see a sell-off of these shares at the end of the lock in period , however we are remaining very active and are putting in place a series of mitigating actions to protect and build shareholder value for the long term. As part of this we are seeking approval to potentially use Company funds to buy back share, we are also seeking permission from our shareholders to allow for potential future dividend payments. In addition, we are in the advanced stage of dual-listing on the OTC market in the US to provide additional liquidity in the stock, we expect this to complete in Q2 2022. Finally, it is not in the DNA of the Company to sit back idly and wait for things to happen as the whole premise and business model of Poolbeg is to move fast, create a lot of shareholder value, be very careful with our cash, and ensure that the initial cash raised at IPO lasts us a very long time.”