Spinnaker Opportunities PLC Conditional Fundraise and Update on RTO (0464G)
19 Luglio 2019 - 08:00AM
UK Regulatory
TIDMSOP
RNS Number : 0464G
Spinnaker Opportunities PLC
19 July 2019
19 July 2019
Spinnaker Opportunities plc
("Spinnaker" or the "Company")
GBP1.4 Million Conditional Fundraise
and Update on Proposed Medicinal Cannabis RTO
Further to the announcement on 26 February 2019 regarding the
proposed reverse take-over of medicinal cannabis company, Kanabo
Research Limited (the "RTO" or the "Proposed Acquisition"), the
Company is pleased to announce the terms of a contractual
investment commitment, via Peterhouse Capital Limited, for a
maximum of GBP1.4 million (the "Investment Commitment") from a
single professional investor, conditional on the completion of the
Proposed Acquisition and admission to trading by an agreed
long-stop date.
The review and approval process of the Prospectus (the
"Prospectus") for the Proposed Acquisition is currently in
progress. The Investment Commitment will be made on the terms and
conditions summarised below. These will also be set out in the
Prospectus.
Andy Morrison, Chairman of Spinnaker, said:
"We are delighted by the Investment Commitment that we have
received for this ground-breaking acquisition, even ahead of any
formal marketing process. We continue to work to deliver this
acquisition to shareholders as soon as possible."
Avihu Tamir, Founder and CEO of Kanabo Research Limited,
commented:
"It is hugely exciting that the acquisition by Spinnaker is
progressing apace. The GBP1.4 million Investment Commitment is a
great sign of confidence in the combination of Spinnaker and
Kanabo."
"We believe that Spinnaker's public listing, combined with
Kanabo's medical-grade vaporiser, research licences and patents and
prospective equity interests in cultivation and production
facilities, mean that the enlarged company will be well placed to
take advantage of the burgeoning European medical cannabis
market."
Investment Commitment - Principal Terms
Under the terms of the Investment Commitment the investor
undertakes to participate, at the placing price, in a fund-raising
to be conducted in conjunction with the Proposed Acquisition up to
an investment amount representing a maximum of 4.99 per cent of the
enlarged issued share capital immediately following completion of
the Proposed Acquisition.
Any remaining balance of the GBP1.4 million Investment
Commitment not utilised by the Company at completion of the RTO
will be converted into a new nil-coupon, unsecured, Convertible
Loan Note (the "CLN") to be issued by the Company. The CLN can only
thereafter be converted, at the same price as the RTO placing,
subject to such conversion not resulting in the investor holding
more than 4.99 per cent of the enlarged issued share capital
immediately following conversion.
In consideration of the Investment Commitment, which
substantially underpins the minimum fund-raising required for the
to-be enlarged company, the Company will pay a fee of 10 per cent
of that part of the Investment Commitment that is taken up at
completion.
For further information, please visit
http://www.spinnakeropportunities.uk/ or contact the following:
Peterhouse Capital Limited (Financial Adviser and Joint
Broker)
Tel: +44 (0)20 7469 0930
Lucy Williams / Guy Miller / Eran Zucker
SI Capital (Joint Broker)
Tel: +44 (0)1483 413 500 / +44 (0) 203 871 4038
Nick Emerson / Greg Mahoney
Blytheweigh (Financial PR)
Tel: +44 (0) 207 138 3553
Tim Blythe / Julia Tilley / Fergus Cowan / Jane Lenton
Notes to Editors
Kanabo develops, medically validates and patents formulas of
medicinal cannabis as well as over-the-counter products. The
company holds three licenses for cannabis research, two patents on
its formulations, and has already conducted selected pre-clinical
trials.
Kanabo also holds distribution rights for a pharmaceutical-grade
vaporizer, which it has further developed to include metered
dosage. This innovation enabled it to become the first medically
approved vaporizer in the world. Kanabo has exclusive distribution
rights to the vaporizer in Africa, Asia, the Middle East, and
Europe.
Kanabo's supply chain includes prospective equity interests in
several international cultivation and production facilities. Kanabo
aims to bring operational expertise and management to these
partners to ensure both steady biomass offtake and high-quality
production of finished products.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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