TIDMVOY
RNS Number : 5946R
Voyager Life PLC
02 March 2023
2 March 2023
Voyager Life plc
("Voyager" or the "Company")
Posting of Circular and Notice of General Meeting
Voyager, the health and wellness company manufacturing and
supplying high-quality Cannabidiol (CBD), hemp seed oil and
hemp-related products, is pleased to confirm that, further to the
announcement of 16 December 2022, the shareholder circular (the
"Circular") providing further details of the Director Subscriptions
(defined below) and notice of General Meeting has been posted to
shareholders today.
At the time of Voyager's acquisition of the CBD extraction and
manufacturing facility in Poland from Goodbody Health Limited (the
"Acquisition"), Nicholas ("Nick") Tulloch, Chief Executive Officer,
and Eric Boyle, Non-Executive Chairman, irrevocably agreed to
subscribe for GBP200,000 of New Ordinary Shares (the " Director
Subscriptions "). The Director Subscriptions are at a price of 12
pence per New Ordinary Share with a warrant to subscribe for an
additional Ordinary Share in the Company at an exercise price of 20
pence, being the same terms as the Fundraise announced at the time
of the Acquisition. The Concert Party have been granted a Rule 9
Waiver under the Takeover Code subject to shareholder approval at
the forthcoming General Meeting of the Company.
The Circular contains a Notice of General Meeting to be held at
Voyager's offices at Tay House, Riverview Business Park, Friarton
Road, Perth, Perthshire PH2 8DF on 20 March 2023 at 11.00 a.m. (the
"General Meeting").
An extract of the Circular is set out below and a copy of the
Circular, along with the Form of Proxy, will shortly be available
from the Company's website ( www.voyagerlife.uk ).
Capitalised and defined terms used in this announcement have the
meanings given to them in the Circular which are set out in
Appendix 1 below.
ADMISSION AND FUNDRAISING STATISTICS
Issue Price per New Ordinary Share 12 pence
Number of Ordinary Shares in issue prior to the Subscription 12,152,912
Number of New Ordinary Shares being issued pursuant
to the Subscription 1,666,666
Number of Ordinary Shares in issue on Admission 13,819,578
Percentage of the Enlarged Share Capital subject to 12.1 per cent.
the Subscription
Number of Warrants (including the Broker Warrants)
to be in issue following Admission 4,627,423
Number of O ptions to be issued following Admission 1,622,818
Estimated gross proceeds of the Subscription GBP200,000
AQSE Symbol VOY
SEDOL BLD3FF2
ISIN GB00BLD3FF28
LEI 2138100XIUQ3AHRZ6UF89
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
2023
Publication and despatch of the document 2 March
Latest date to return Forms of Proxy 11.00 a.m. on 1 6 March
General Meeting 11.00 a.m. on 20 March
Result of General Meeting announced via RIS 20 March
Expected date for Admission and commencement of 8.00 a.m. on 21 March
dealings in New Ordinary Shares on AQSE
Crest accounts (where relevant) expected to be 21 March
credited
Share certificates (where relevant) expected to 28 March
be despatched no later than
Notes:
(1) All of the above timings refer to London time unless
otherwise stated.
(2) The dates and timing of the events in the above timetable
and in the rest of this Document are indicative only and may be
subject to change.
(3) If any of the above times or dates should change, the
revised times and/or dates will be notified by an announcement
through an RIS.
Introduction
On 16 December 2022, Voyager announced that it had, subject to
certain approvals being granted by the authorities in Poland,
acquired the CBD extraction and manufacturing facility of Goodbody
for consideration of GBP1.5 million to create a vertically
integrated pan-European group comprising:
-- a CBD extraction facility in Poland;
-- a manufacturing facility producing skincare, topicals and ingestible CBD products;
-- pan-European white label and private label supply of CBD products; and
-- a multi-channel distribution network including three of its
own stores and around 150 online and third party outlets.
In connection with the Acquisition, the Company raised
approximately GBP550,000, consisting of GBP348,000 from new
investors and existing shareholders (the "Fundraise"), and
GBP200,000 from Fetlar Capital Limited (a company controlled by
Nick Tulloch, Chief Executive Officer and his spouse, Sarah
Tulloch) and Eric Boyle, Non-executive Chairman, which are both
subscribing for 833,333 Ordinary Shares each at a price of 12 pence
per share (the "Subscription") and, in addition, GBP1.0 million of
convertible loan notes. The Subscription is proposed to be on the
same terms as the Fundraise.
For each new Ordinary Share issued pursuant to the Fundraise and
Subscription, an investor will receive a Warrant allowing the
holder to subscribe for an additional share in the Company at an
exercise price of 20 pence per share, exercisable within two years
and expiring on the second anniversary of the date of the General
Meeting. In aggregate, 4,566,658 Warrants will be issued, subject
to the passing of Resolution 1 at the General Meeting.
Furthermore, the Company announced that it had decided to
simplify its Share Option Scheme in order to reduce ongoing
administration costs while still incentivising employees.
Accordingly, all options previously granted to Directors and
employees will be surrendered. Under the revised scheme, the
Company will grant 1,622,818 Options, equating to 11.7 per cent. of
the Enlarged Share Capital, to certain Directors and employees with
an exercise price of 20 pence per option. The Options vest over two
years from the date of grant subject, inter alia, to continued
employment and, once vested, expire on the tenth anniversary of the
date of grant if not exercised. The Chief Executive Officer, Nick
Tulloch, will be granted options over 921,304 new Ordinary Shares
and the Non-executive Chairman, Eric Boyle, will be granted options
over 460,652 new Ordinary Shares.
Under Rule 9 of the Code, on the issuance of the Subscription
Shares and the exercise of the Warrants and Options (which would
increase the interest of the Concert Party beyond 30 per cent. of
the entire issued share capital of the Company) the Concert Party
would normally be required to make a general offer to all
Shareholders (other than to the members of the Concert Party) to
acquire all of the Ordinary Shares not owned by the Concert Party.
The Panel has agreed to waive this obligation subject to approval
of the Independent Shareholders of the Rule 9 Waiver Resolution.
Should Shareholder approval for the Resolutions not be obtained at
the General Meeting, the Subscription will not proceed.
The purpose of the Document is to set out the background to, and
the reasons for, the Acquisition and the Subscription and to
provide details of the proposed Resolutions in relation to the
Subscription. The Document explains why the Independent Directors
consider the Subscription and the Rule 9 Waiver to be in the best
interests of the Company and its Shareholders as a whole. It also
recommends that all Shareholders vote in favour of Resolutions 2 -
3 to be proposed in the General Meeting, as the Directors intend to
do so themselves in respect of their own beneficial holdings of
Ordinary Shares and that the Independent Shareholders vote in
favour of Resolution 1 to be proposed in the General Meeting. The
members of the Concert Party are unable to vote their existing
Ordinary Shares on the Rule 9 Waiver Resolution (Resolution 1).
Overview of the Acquisition
The Directors believe that the Acquisition is a good fit with
Voyager's existing business with no overlap between the two
operations. There are not expected to be any post-transaction
redundancies or closure costs but certain cost savings are
anticipated, for example as IT platforms and services are
consolidated. More importantly, the Directors expect to realise
revenue synergies as the complementary businesses come
together.
Following completion of the Acquisition (which is subject to
regulatory approval being granted by the authorities in Poland),
Voyager's operations will span the supply chain of CBD production
from extraction through to retail sales. Specifically the Company
anticipates the following revenue streams:
(i) sales of CBD isolate and distillate;
(ii) manufacturing and sales of white label and private label
topical, skincare and ingestible CBD products;
(iii) cannabinoid testing;
(iv) trade sales of finished products; and
(v) direct to retail sales through its own stores and online
channels.
Control of the entire supply chain should reduce Voyager's costs
for individual product lines. With no margin conceded to external
suppliers of extraction and manufacturing - as is typically the
case elsewhere in the UK and European CBD industry - the Directors
anticipate that Voyager will become more competitive, enabling it,
potentially, to reduce retail pricing as well as offering its
retail partners higher margins. The Directors believe that the
ability to control production costs and to be more competitive is a
significant advantage in this fast growing industry.
Significantly, Voyager's operations will, via the Polish
extraction and manufacturing plant, be pan-European, giving the
Company the ability to service customers in both the UK and
European Union without the constraints of border controls and
customs fees, both of which have been impediments in previous
customer orders.
The Acquisition comprised an extraction and manufacturing
facility in Bilcza, Poland. Located on the outskirts of the city of
Kielce, the majority of the facility was built in the last 2-3
years. It was bought in 2019 for approximately GBP14 million (C$24
million) by Stillcanna Inc. (a company which subsequently merged
with Goodbody) and the Directors estimate that since its purchase,
more than GBP3 million has been invested in the facility. It is ISO
22000 certified and is compliant in respect of Hazard Analysis and
Critical Control Point ("HACCP"), Good Manufacturing Practice
("GMP") and Good Hygiene Practice ("GHP"). The land on which the
facility is built is owned freehold and comprises its own
electricity substation for security of energy supply. There is also
extensive unused square footage which will allow for additional
manufacturing and testing capabilities to be established -
specifically it is Voyager's plan to manufacture in Poland products
that have already been formulated at the Company's premises in
Scotland. As well as CBD extraction from hemp, the facility in
Bilcza could potentially be used for production of other
plant-based products, such as essential oils and cold-pressed hemp
seed oil. It is also Voyager's intention to expand the facility's
operations to include fulfilment for its European customers.
The historical financial performance of the Goodbody businesses
that are subject to the Acquisition are shown below (together with
Voyager's historical financial results for comparison):
Revenue (GBP'000) 2019 2020 2021
===================== ====== ====== ======
Olimax (Poland)(1) 271 341 720
------ ------ ------
Voyager(2) - - 178
------ ------ ------
Illustrative total 271 341 898
------ ------ ------
(1) Year to 31 December
(2) Year to 31 March 2022 (Voyager turnover GBP135,000 to 30
September 2022)
The combined assets subject to the Acquisition exceed GBP4
million (Voyager's total assets as at 30 September 2022 were GBP1.9
million). The projected overheads of the Company following the
Acquisition are not expected to exceed GBP1 million. Following
completion of the Acquisition, the Directors expect to realise some
limited cost synergies in areas such as information technology and
human resources, but the primary benefit of the Acquisition is
anticipated by the Directors to be through revenue synergies,
specifically cross-selling to white label customers, developing the
sales function in Poland, which has been limited to date, and the
enhancement of Voyager's product range, both in-store and
online.
The consideration for the Acquisition was GBP1.5 million
comprising GBP500,000 cash and GBP1 million loan notes. The
Directors consider that this compares favourably to what they
believe is a rebuild value of the Polish facility of around GBP5
million. The loan notes are repayable at any time or otherwise
convertible into 2.5 million Ordinary Shares. They carry an annual
coupon of 7.5 per cent. with repayment or conversion by third
anniversary of completion. The coupon may be settled in Ordinary
Shares at Voyager's election.
During negotiations for the Acquisition, Voyager and Goodbody
developed a strong working relationship. Voyager is now stocking
Goodbody's blood diagnostic tests in its three stores and the two
companies expect to continue to collaborate together on projects in
the future.
The Subscription, Fundraise, Use of Proceeds and Admission
Conditional on approval of the Resolutions and subsequent to the
Subscription, the Company will issue 1,666,666 New Ordinary Shares
at the Issue Price. The Subscription will raise gross proceeds of
GBP200,000 for the Company which will be applied towards general
working capital purposes. The GBP500,000 cash consideration in
relation to the Acquisition was settled in December 2022 from the
Company's existing cash resources. The Independent Directors are of
the view, as are the members of the Concert Party, that the
Subscription will assist the Company in developing its long-term
strategy to evolve into a vertically integrated and full-service
company to the CBD industry, with the Acquisition being a
significant step towards fulfilling this ambition, building on the
development of the Company's VoyagerCann division to date.
The terms of the Subscription are the same as those for the
Fundraise. Subject to Shareholder approval at the General Meeting,
each investor in the Fundraise and each Subscriber is entitled to
receive a Warrant allowing the holder to subscribe for an
additional Ordinary Share at an exercise price of 20 pence for a
period of two years, expiring on the second anniversary of the date
of the General Meeting. Assuming approval of the Resolutions is
obtained, Warrants will therefore be issued over 4,566,658 new
Ordinary Shares pursuant to the Subscription and the Fundraise,
and, in aggregate, 4,627,422 Warrants (including the Broker
Warrants) will be in issue following Admission.
The Subscription, which is not being underwritten, is
conditional, inter alia, upon Admission.
The Ordinary Shares issued pursuant to the Fundraise are
eligible for Enterprise Investment Scheme (EIS) and Venture Capital
Trust (VCT) purposes providing tax benefits to certain investor
groups. The New Ordinary Shares will rank pari passu in all
respects with the Ordinary Shares including the right to receive
all dividends and other distributions declared, paid or made after
the date of issue.
Upon completion of the Subscription, the Company's Enlarged
Share Capital will comprise 13,819,578 Ordinary Shares carrying
voting rights. The figure of 13,819,578 Ordinary Shares may be used
by Shareholders following Admission as the denominator for the
calculations by which Shareholders may determine if they are
required to notify their interests in, or a change in their
interests in, the share capital of the Company under the FCA's
Disclosure and Transparency Rules.
Interests in Ordinary Shares
Pursuant to the Subscription, Fetlar Capital Limited, a company
controlled by Nick Tulloch, Chief Executive Officer and his spouse,
Sarah Tulloch, and Eric Boyle, Non-executive Chairman, are
subscribing for 833,333 Ordinary Shares each at a price of 12 pence
per share and will each receive 833,333 Warrants to subscribe for
new Ordinary Shares at a price of 20 pence per share. Following
these purchases and on Admission, Fetlar, Nick Tulloch and Sarah
Tulloch will be beneficially interested in 2,155,109 Ordinary
Shares, representing 15.6 per cent. of the Enlarged Share Capital,
and Eric Boyle, along with his spouse Susan Boyle and his adult
children Laura and Marcus Boyle, will be beneficially interested in
1,754,141 Ordinary Shares, representing 12.7 per cent. of the
Enlarged Share Capital.
On Admission, the Directors will, in aggregate, be interested,
directly or indirectly, in 3,909,250 Ordinary Shares, representing
approximately 28.3 per cent of the Enlarged Share Capital. In
addition, the Directors will hold options in aggregate over
1,381,956 new Ordinary Shares in the Company and warrants in
aggregate over 1,666,666 new Ordinary Shares in the Company on
Admission.
Number Number
New Ordinary of warrants of options
Shares Warrants to be to be
issued issued held at held at
Number in in Resultant Percentage admission admission
of Existing connection connection shareholding of Enlarged of of
Shares with the with the following Share Subscription Subscription
Name held Subscription Subscription Subscription Capital Shares Shares
Nick
Tulloch(1) 472,000 - - 472,000 3.4% - 921,304
Sarah
Tulloch(1) 234,000 - - 234,000 1.7% - -
Fetlar
Capital
Limited(2) 615,776 833,333 833,333 1,449,109 10.5% 833,333 -
Eric
Boyle(3) 800,000 833,333 833,333 1,633,333 11.8% 833,333 460,652
Susan
Boyle(3) 40,000 - - 40,000 0.3% - -
Laura
Boyle(3) 40,000 - - 40,000 0.3% - -
Marcus
Boyle(3) 40,808 - - 40,808 0.3% - -
Total 2,242,584 1,666,666 1,666,666 3,909,250 28.3% 1,666,666 1,381,956
(1) Sarah Tulloch is the spouse of Nick Tulloch, a director of the Company.
(2) Fetlar Capital Limited is a company controlled by Nick Tulloch and Sarah Tulloch.
(3) Susan Boyle is the spouse of Eric Boyle, a director of the
Company. Laura Boyle and Marcus Boyle are the adult children of
Eric and Susan Boyle.
Takeover Code and Rule 9 Waiver
The Takeover Code applies to the Company. Under Rule 9 of the
Takeover Code, any person who acquires an interest (as defined in
the Takeover Code) in shares which, taken together with shares in
which that person or any person acting in concert with that person
is interested carry 30 per cent. or more of the voting rights of a
company which is subject to the Takeover Code, is normally required
to make a general offer to all the remaining Shareholders to
acquire their shares.
Similarly, when any person, together with persons acting in
concert with that person, is interested in shares which, in the
aggregate, carry not less than 30 per cent. of the voting rights of
such company, but does not hold shares carrying more than 50 per
cent. of the voting rights of the company, an offer will normally
be required if any further interests in shares carrying voting
rights are acquired by such person or any person acting in concert
with that person.
An offer under Rule 9 must be in cash at the highest price paid
by the person required to make the offer, or any person acting in
concert with such person, for any interest in shares of the company
during the 12 months prior to the announcement of the offer.
Shareholders should be aware that, under the Takeover Code, if a
person (or group of persons acting in concert) holds shares
carrying more than 50 per cent. of the company's voting rights,
that person (or any person(s) acting in concert with him) will
normally be entitled to increase its holding or voting rights
without incurring any further obligations under Rule 9 to make a
mandatory offer, although individual members of the concert party
will not be able to increase their percentage shareholding through
or between a Rule 9 threshold without Panel consent.
Persons acting in concert include persons who, pursuant to an
agreement or understanding (whether formal or informal), co-operate
to obtain or consolidate control of a company. At the time of the
Company's admission to trading on AQSE, the Panel agreed that a
concert party existed in relation to the Company, consisting of
Nick Tulloch and Eric Boyle in addition to the individuals detailed
in the table below. The Panel and the Company have agreed that Paul
Mendell, Kerrie Krosky, Kyle Swingle, Barbara Swingle, Ryan Gehring
and Daniel Swingle are no longer presumed to be acting in concert
with the other members of the concert party identified at the time
of the Company's admission to trading on AQSE. The Concert Party
that the Panel has agreed now exists is detailed in the table
below.
Immediately following Admission, Nick Tulloch and Eric Boyle,
both directors of the Company, will beneficially be interested in
2,155,109 and 1,754,141 Ordinary Shares respectively, representing
approximately 15.6 per cent. and 12.7 per cent. respectively of the
Enlarged Share Capital. Accordingly, members of the Concert Party
will be interested in, in aggregate, 3,909,250 Ordinary Shares,
representing approximately 28.3 per cent. of the Enlarged Share
Capital. In addition, following Admission, the Subscribers will be
interested in, in aggregate, 1,666,666 Warrants as a result of
their participation in the Subscription and, in aggregate,
1,381,956 Options under the Company's Share Option Scheme. Upon
exercise of the Warrants and Options held by the Subscribers and
assuming no other changes to the Company's issued share capital,
the maximum interest in Ordinary Shares of the members of the
Concert Party will be, in aggregate, 6,957,872 Ordinary Shares,
representing 41.2 per cent. of the Company's fully diluted share
capital, of which Nick Tulloch and Eric Boyle will be beneficially
interested in 23.2 per cent. and 18.1 per cent. respectively.
A table showing the respective individual interests in shares of
the members of the Concert Party on Admission and following the
exercise of the Warrants and Options is set out below.
Maximum holding
following exercise
of Warrants and
Options held by
the members of the
Concert Party and
no other share issues
Name Resultant Number Number Maximum
shareholding Percentage of warrants of options number Maximum
following of Enlarged held on held on of ordinary % of issued
Subscription Share Capital Admission Admission shares Shares
Nick Tulloch(1) 472,000 3.4% - 921,304 1,393,304 8.3%
Sarah Tulloch(1) 234,000 1.7% - - 234,000 1.4%
Fetlar Capital
Limited(2) 1,449,109 10.5% 833,333 - 2,282,442 13.5%
Eric Boyle(3) 1,633,333 11.8% 833,333 460,652 2,927,318 17.4%
Susan Boyle(3) 40,000 0.3% - - 40,000 0.2%
Laura Boyle(3) 40,000 0.3% - - 40,000 0.2%
Marcus Boyle(3) 40,808 0.3% - - 40,808 0.2%
Total 3,909,250 28.3% 1,666,666 1,381,956 6,957,872 41.2%
(1) Sarah Tulloch is the spouse of Nick Tulloch, a director of the Company.
(2) Fetlar Capital Limited is a company controlled by Nick Tulloch and Sarah Tulloch.
(3) Susan Boyle is the spouse of Eric Boyle, a director of the
Company. Laura Boyle and Marcus Boyle are adult children of Eric
and Susan Boyle.
Following Admission, the members of the Concert Party will be
interested in shares carrying more than 30 per cent. of the voting
rights of the Company but will not hold shares carrying more than
50 per cent. of the voting rights of the Company. For so long as
they continue to be acting in concert, any increase in their
aggregate interest in shares will be subject to the provisions of
Rule 9. The exercise by the members of the Concert Party of the
Warrants and options described above would normally trigger an
obligation for an offer to be made under Rule 9. However, the Panel
has agreed to waive this obligation such that there will be no
requirement for an offer to be made in respect of the exercise of
such Warrants or Options.
Whether or not the Rule 9 Waiver is approved, the Concert Party
will not be restricted from making an offer for the Company.
The Panel has agreed, subject to the Rule 9 Waiver Resolution
being passed on a poll of Independent Shareholders, to waive the
requirement which might otherwise arise as a result of the members
of the Concert Party's involvement in the Subscription, for the
Subscribers to make a general offer to all Shareholders.
Accordingly, Resolution 1 is being proposed at the General Meeting
of the Company and will be taken on a poll. None of the members of
the Concert Party are considered to be independent and will not be
entitled to vote on this Resolution.
Information on and intentions of the Concert Party
Information on the Concert Party is set out in Part II of the
Document.
The members of the Concert Party have confirmed that they have
no intention of making any changes in relation to:
a) the business of the Company (including its research and development functions);
b) the continued employment of employees and management of the
Company (including any material changes in conditions of employment
or in the balance of the skills and functions of the employees and
management);
c) the strategic plans, including repercussions on employment,
the locations of the Company's places of business including any
headquarters;
d) the deployment of the Company's fixed assets;
e) the maintenance of the Company's existing trading facility on AQSE; or to
f) employer contributions into the Company's pension schemes,
the accrual of benefits for existing members and the admission of
new members.
The Independent Directors and the members of the Concert Party
are of the view that the Proposals will assist the Company in
developing its long-term commercial and strategic plan of evolving
into a vertically integrated and full-service company to the CBD
industry, with the Acquisition being a significant step towards
fulfilling this ambition, building on the development of the
Company's VoyagerCann division to date and which the Independent
Directors believe are all in the best interests of the Company.
The Independent Directors approve of the above statements of
intentions of the members of the Concert Party with respect to the
future operations of the business and the fact that no changes are
proposed.
Resolutions proposed for consideration at the General
Meeting
Resolutions 1 and 2 are proposed as ordinary resolutions, which
means that to be passed, more than half the votes cast must be cast
in favour of each resolution. Resolution 3 is proposed as a special
resolution, which means that to be passed, at least three-quarters
of the votes cast must be cast in favour of the resolution.
Resolution 1 - Waiver of obligations under Rule 9 of The
Takeover Code
This resolution seeks approval of the Rule 9 Waiver granted by
the Panel of the obligations that would otherwise arise on the
members of the Concert Party, both individually and collectively,
to make a general offer to Shareholders pursuant to Rule 9 of the
Takeover Code as a result of the allotment and issuance to it of
the 1,666,666 New Ordinary Shares pursuant to the Subscription, or
the exercise of the Warrants or Options held by the members of the
Concert Party, be and is hereby approved. Please note that only
Independent Shareholders may vote on Resolution 1 and will be taken
on a poll.
Resolution 2 - Authority to allot shares
This resolution seeks shareholder approval to grant the
Directors the authority to allot shares in the Company, or to grant
rights to subscribe for or convert any securities into shares in
the Company ("Rights"), pursuant to section 551 of the Act (the
"Section 551 authority"). The authority contained in the resolution
will be limited to an aggregate nominal amount of GBP147,659.31. If
approved, the Section 551 authority shall, unless renewed, revoked
or varied by the Company, expire nine months from the date of the
passing of this resolution or, if earlier, at the conclusion of the
next annual general meeting of the Company. The exception to this
is that the Directors may allot shares or grant Rights after the
authority has expired in connection with an offer or agreement made
or entered into before the authority expired. This power is in
addition to, and not in substitution for, all existing powers
granted at the 2022 Annual General Meeting of the Company.
Resolution 3 - Disapplication of pre-emption rights
This resolution seeks shareholder approval to grant the
Directors the power to allot equity securities (as defined by
section 560 of the Act) or sell treasury shares of the Company
pursuant to sections 570 and 573 of the Act (the "Section 570 and
573 power") without first offering them to existing shareholders in
proportion to their existing shareholdings. The power is limited to
allotments for cash in connection with pre-emptive offers, subject
to any arrangements that the Directors consider appropriate to deal
with fractions and overseas requirements, and otherwise pursuant to
non-pre-emptive offers for cash up to a maximum nominal value of
GBP147,659.31. If approved, the Section 570 and 573 power shall
expire nine months from the date of the passing of this resolution
or, if earlier, at the conclusion of the next annual general
meeting of the Company. The exception to this is that the Directors
may allot equity securities after the power has expired in
connection with an offer or agreement made or entered into before
the power expired.
In both cases, the power proposed to be granted by the
Resolutions is in addition to, and not in substitution for, all
existing powers granted at the 2022 Annual General Meeting of the
Company. Furthermore, the power proposed to be granted by the
Resolutions is sufficient to address all matters contemplated by
the Acquisition, namely the Subscription, the Warrants and the
Convertible Loan Notes as well as the awards made under the Share
Option Scheme.
Action to be taken
The Notice of General Meeting is set out at the end of the
Circular.
A Form of Proxy for use at the General Meeting is enclosed with
the Circular. If you wish to validly appoint a proxy, the Form of
Proxy should be completed and signed in accordance with the
instructions, and returned by post so as to be received by Share
Registrars not later than 11.00 a.m. on 16 March 2023.
Recommendation
The Independent Directors, having been so advised by Cairn
Financial Advisers LLP, which has provided competent independent
advice to the Board on the Proposals, consider the maximum
controlling position that the Proposals will create and the effect
that the Proposals will have on Shareholders generally, to be fair
and reasonable and in the best interests of the Company and the
Independent Shareholders as a whole. In providing its advice to the
Independent Directors, Cairn has taken account of the Independent
Directors' commercial assessments.
Accordingly, the Independent Directors unanimously recommend
that Independent Shareholders vote in favour of the Rule 9 Waiver
Resolution to be proposed at the General Meeting. The members of
the Concert Party are unable to vote their Existing Ordinary Shares
on the Rule 9 Waiver Resolution. All Directors unanimously
recommend that Shareholders vote in favour of Resolutions 2 to 3,
as they intend to do so in respect of their own beneficial
shareholdings.
The Concert Party as a whole is currently interested in an
aggregate of 2,242,584 Ordinary Shares in the Company, representing
18.5 per cent. of the issued share capital and voting rights of the
Company and its maximum controlling position (assuming the exercise
of the existing options held by members of the Concert Party) is
24.2 per cent. The Concert Party's interest in shares would
(assuming no other allotments of Ordinary Shares) increase to
3,909,250 Ordinary Shares in the Company, representing 28.3 per
cent. of the issued share capital and voting rights of the Company
as a consequence of the issue of Subscription Shares. Furthermore,
the issue, in aggregate, of 1,381,956 Options and 1,666,666
Warrants to certain members of the Concert Party will result in the
Concert Party, as a whole, having a maximum interest in 6,957,872
Ordinary Shares, representing 41.2 per cent. of the Company's fully
diluted share capital. For so long as they continue to be acting in
concert, any increase in their aggregate interest in Ordinary
Shares will be subject to the provisions of Rule 9 of the Takeover
Code. The Concert Party will not be precluded from making an offer
for the entire issued share capital of the Company.
This announcement contains inside information for the purposes
of the UK Market Abuse Regulation and the Directors of the Company
are responsible for the release of this announcement.
S
Enquiries:
Voyager
Nick Tulloch - nick@voyagerlife.uk / +44 (0) 1738 317 693
http://voyagerlife.uk
Cairn Financial Advisers LLP (AQSE Corporate Adviser)
Ludovico Lazzaretti or Liam Murray +44 (0) 20 7213 0880
Stanford Capital Partners LLP (Broker)
Patrick Claridge +44 (0) 203 3650 3650
Bob Pountney +44 (0) 203 3650 3651
John Howes +44 (0) 203 3650 3652
Notes to Editors:
About Voyager
Voyager was founded in 2020 and is based in Perth, Scotland. The
Company's primary objective is the formulation and supply of high
quality CBD and hemp seed oil products although it also produces
several other complementary products, the majority of which are
manufactured from the hemp plant. Its product categories include a
pet range which has rapidly developed into one of the Company's
best sellers. The Company sells online, through third party stores
and in its own stores which are located in St Andrews, Edinburgh
and Dundee. The Company has two principal retail brands: Voyager,
focused on health & wellness, and Ascend Skincare, its beauty
range. Voyager products are currently available from Cornwall to
Shetland in over 150 online and brick-and-mortar outlets. In
December 2022, with the aim of expanding its manufacturing
capability for EU markets, Voyager purchased a state-of-the-art CBD
extraction and manufacturing facility in Poland.
The Company's philosophy of plant-based health and wellness is
embodied in its mission statement and hashtag of "Choose you". With
an experienced team and a product line created in line with the
UK's regulatory regime, Voyager aims to become the trusted brand in
this increasingly popular health and wellness space.
Through Voyager's bespoke skincare product creation and
development division , voyagerCann , the Company also offers a full
turnkey service to other CBD, skincare and cosmetics brands
assisting them in developing and launching new products with
manufacturing and distribution facilities in Scotland and
Poland.
Website and social media links:
Voyager:
https://voyagercbd.com/
https://www.instagram.com/voyagercbd/
https://twitter.com/voyagercbd
https://www.linkedin.com/company/voyager-cbd/
https://www.facebook.com/voyagercbd/
voyagerCann:
https://voyagercann.com/
https://www.instagram.com/voyagercann/
https://twitter.com/voyagercann/
https://www.linkedin.com/company/voyagercann/
https://www.facebook.com/voyagercann/
Caution regarding forward looking statements
Certain statements in this announcement, are, or may be deemed
to be, forward looking statements. Forward looking statements are
identi ed by their use of terms and phrases such as "believe",
"could", "should" "envisage", "estimate", "intend", "may", "plan",
"potentially", "expect", "will" or the negative of those,
variations or comparable expressions, including references to
assumptions. These forward-looking statements are not based on
historical facts but rather on the Directors' current expectations
and assumptions regarding the Company's future growth, results of
operations, performance, future capital and other expenditures
(including the amount, nature and sources of funding thereof),
competitive advantages, business prospects and opportunities. Such
forward looking statements re ect the Directors' current beliefs
and assumptions and are based on information currently available to
the Directors.
Appendix 1
" Acquisition " the conditional acquisition by the Company of Sativa
Wellness Poland Sp. z.o.o. and Olimax NT Sp. z.o.o.,
subsidiaries of Goodbody, that combined provide CBD
extraction and manufacturing at a facility in Bilcza,
Poland, further details of which are set out in this
Circular
"Act" the Companies Act 2006, as amended from time to time
"Admission" admission of the New Ordinary Shares to trading on
the AQSE Growth Market and such admission becoming
effective in accordance with the AQSE Exchange Rules
"AQSE" Aquis Stock Exchange Limited, a UK-based stock market
providing primary and secondary markets for equity
and debt products and which is permissioned as a Recognised
Investment Exchange
"AQSE Corporate Adviser the AQSE Exchange Corporate Adviser Handbook published
Rules" by AQSE
"AQSE Exchange Rules" the AQSE Growth Market Access Rulebook, which set out
the admission requirements and continuing obligations
of companies seeking admission to, and whose shares
are admitted to trading on, the Access segment of the
AQSE Growth Market
"AQSE Growth Market" the Access Segment of the AQSE Exchange Growth Market
operated by AQSE
"Board" the board of Directors of the Company
"Broker Warrants" 60,764 Warrants granted to Stanford under the terms
of its appointment on 16 December 2022
"C$" Canadian dollars
"Cairn" Cairn Financial Advisers LLP, incorporated as a limited
liability partnership registered in England with partnership
number OC351689, the Company's AQSE Corporate Adviser
and authorised and regulated by the FCA
"CBD" cannabidiol, a phytocannabidiol found in the cannabis
plant
"Certificated" or a share or other security which is not in uncertificated
"in certificated form" form (that is, not in CREST)
"Circular" or "Document" this document dated 2 March 2023
"Convertible Loan the convertible loan notes issued to Goodbody pursuant
Notes" to the Acquisition which are convertible into 2.5 million
Ordinary Shares and carry an annual coupon of 7.5 per
cent.
"Company" or "Voyager" Voyager Life plc, a company incorporated in Scotland
with registered number SC680788
"Concert Party" the individuals set out in paragraph 1 of Part II in
this document
"CREST" the relevant system (as defined in the CREST Regulations)
for paperless settlement of share transfers and the
holding of shares in uncertificated form which is administered
by Euroclear UK & Ireland Limited
"CREST Regulations" the Uncertificated Securities Regulations 2001 (SI
2001/3755) as amended
"Directors" or "Board" Eric James Boyle, Nicholas ("Nick") George Selby Tulloch,
Nikki Marie Cooper and Jillian ("Jill") Maree Overland
"EIS" Enterprise Investment Scheme for the purposes of Part
5 of the Income Tax Act 2007
"EMI" Enterprise Management Incentive, a tax-advantaged employee
share option scheme designed for small and medium-sized
companies
"Enlarged Share Capital" the entire issued ordinary share capital of the Company
immediately following Admission, being 13,819,578 Ordinary
Shares comprising the Existing Ordinary Shares and
the New Ordinary Shares
"Existing Ordinary the 12,152,912 Ordinary Shares of GBP0.01 each in issue
Shares" as at the date of this Document
"FCA" the UK Financial Conduct Authority
"Fetlar" Fetlar Capital Limited, a company under the control
of Nick Tulloch and Sarah Tulloch, who serve as its
director and company secretary respectively, and incorporated
in Scotland with registered number SC564710 and registered
address of Treetops, Barnhill, Perth, Perthshire PH2
7AT, Scotland
"Form of Proxy" the form of proxy accompanying this Document for use
at the General Meeting
"FSMA" the Financial Services and Markets Act 2000, as amended
"Fundraise" the subscription, announced by the Company on 16 December
2022, of 2,899,992 Ordinary Shares at a price of 12
pence per share, with an attached Warrant, raising
approximately GBP348,000 in connection with the Acquisition
"General Meeting" the general meeting of the Company to be held at 11:00
a.m. 20 March 2023 at Tay House, Riverview Business
Park, Friarton Road, Perth, Perthshire PH2 8DF , notice
of which is set out on page 31 of this Document
"Goodbody" Goodbody Health Limited, a company incorporated in
Guernsey with registered number 70962
" Independent Directors" Nikki Marie Cooper and Jillian ("Jill") Maree Overland
"Independent Shareholders" Shareholders entitled to vote on Resolution 1, being
all Shareholders other than the Concert Party
"ISIN" the International Securities Identification Number
"Issue Price" 12 pence per New Ordinary Share
"New Ordinary Shares" the 1,666,666 new Ordinary Shares to be issued by the
Company pursuant to the Subscription
"Notice of General the notice of General Meeting set out on page 31 of
Meeting" this Document
"Options" the 1,622,818 share options the Company has issued
to certain of its Directors and employees pursuant
to the Share Option Scheme
"Ordinary Shares" ordinary shares of GBP0.01 each in the capital of the
Company
"Panel" the Panel on Takeovers and Mergers
"Proposals" the Resolutions, the Rule 9 Waiver, the issue of Options,
the grant of Warrants and the Subscription as a whole
"Recognised Investment an investment exchange recognised by the FCA under
Exchange" the Financial Services and Markets Act 2000
"Registrar" Share Registrars Limited, the Company's registrar
"Regulatory Information any channel recognised as a channel for the dissemination
Service" or "RIS" of information as defined in the glossary of terms
in the AQSE Exchange Rules
"Resolutions" resolutions 1 - 3 to be proposed at the General Meeting
and as described in paragraph 7 of Part I of this Document
"Rule 9" Rule 9 of the Takeover Code
"Rule 9 Waiver" the waiver granted by the Panel, subject to approval
of the Independent Shareholders, of the obligation
of Rule 9 for the Concert Party to make a general offer
for the issued Ordinary Shares of the Company not under
its control, which would otherwise arise as a result
of the Subscription and issue of the Warrants
"Rule 9 Waiver Resolution" Resolution 1 at the General Meeting to be voted on
by Independent Shareholders in relation to the Rule
9 Waiver
"SEDOL" the Stock Exchange Daily Official List Identification
Number
"Share Option Scheme" the share option scheme adopted by the Company in 2021,
with new awards granted on 16 December 2022
"Shareholders" the holders of Ordinary Shares from time to time
"Stanford" Stanford Capital Partners LLP, the Company's broker
"Subscribers" Fetlar Capital Limited (a company controlled by Nick
Tulloch and Sarah Tulloch), and Eric Boyle
"Subscription" the conditional subscription for New Ordinary Shares
at the Issue Price pursuant to and on the terms of
certain agreements between the Company and the Subscribers
"Subscription Shares" 1,666,666 New Ordinary Shares to be issued pursuant
to the Subscription at the Issue Price
"Takeover Code" or the City Code on Takeovers and Mergers issued by the
"Code" Panel
"UK" or "United Kingdom" the United Kingdom of Great Britain and Northern Ireland
"uncertificated" securities recorded on a register of securities maintained
or "in uncertificated by Euroclear UK & Ireland Limited in accordance with
form" the CREST Regulations as being in uncertificated form
in CREST and title to which, by virtue of the CREST
Regulations, may be transferred by means of CREST
"Warrants" the 4,566,658 warrants to be granted at an exercise
price of 20 pence per new Ordinary Share
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END
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(END) Dow Jones Newswires
March 02, 2023 02:00 ET (07:00 GMT)
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