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Notice of General Meeting

1 Apr 2016 07:01

RNS Number : 7807T
Cyprotex PLC
01 April 2016
 

 

Cyprotex PLC

("Cyprotex" or "the Company")

Notice of General Meeting

 

 

Cyprotex PLC, gives notice today that a general meeting of the Company will be held at 10 a.m. on 9 May 2016 at the offices of N+1 Singer Advisory LLP, One Bartholomew Lane, London EC2N 2AX.

 

General meeting pursuant to Section 656 of the Companies Act 2006

 

Section 656 of the Companies Act 2006 (the "Act") requires a public limited company whose net assets have fallen to half or less than half the amount of its called up share capital to call a general meeting to consider whether any, and if so what, steps should be taken to deal with the situation. The requirement to call a general meeting under section 656 of the Act was brought to the attention of the Company's directors as part of the preparation of the year end accounts and audit.

 

In preparing the Group's financial statements for the period ended 31 December 2015, the board of directors (the "Board") commissioned an independent valuation of the embedded derivatives associated with its Redeemable and Convertible Loan Notes. Following the finalisation of that report, the Board has concluded that the Group's net assets at 31 December 2015 were less than 50% of the Company's paid up share capital. The shortfall is a result of the upward valuation in the embedded derivatives associated with the Redeemable and Convertible Loan Notes to £9.4 million at 31 December 2015.

 

The value of the embedded derivatives is linked to the Company's share price which was 122 pence at 31 December 2015. This gives rise to a finance charge of £8.1 million for the year. This amount is not due at that date, it may increase or decrease in line with share price movements until 30 September 2018 and is ultimately dependent on the share price of the Company in the 30 days preceding 30 September 2018. The principal Loan Note holder Trident Private Equity Fund III LP, which owns 74.64% of all Loan Notes in issue (being the Redeemable and the Convertible Loan Notes) has written to the Board confirming, in the ordinary course, it will not seek repayment, redemption or conversion of the Loan Notes nor seek to transfer its interest in those Loan Notes whilst the net assets of the Cyprotex Group remain less than 50% of the issued share capital of the Company.

 

Accordingly, the directors of the Company have drawn the shortfall to shareholders' attention and convened a general meeting of the Company pursuant to Section 656 of the Act, although they believe that no further action will necessary.

 

 

 

For further information:

 

Cyprotex PLC

Tel: +44 (0) 1625 505 100

Dr Anthony Baxter, Chief Executive Officer

John Dootson, Chief Financial Officer

Mark Warburton, Chief Operating Officer and Legal Counsel

ir@cyprotex.com

www.cyprotex.com

 

 

N+1 Singer (Nomad and broker to Cyprotex)

Tel: +44 (0)20 7496 3000

Shaun Dobson

Jen Boorer

 

shaun.dobson@n1singer.com

jennifer.boorer@n1singer.com

www.n1singer.com

 

Notes to Editors

About Cyprotex PLC

Cyprotex is quoted on the AIM market of the London Stock Exchange (CRX). It has sites at Macclesfield and Alderley Park, both of which are near Manchester in the UK, and at Watertown, MA and Kalamazoo, MI in the US. The Company was established in 1999 and works with more than 1300 partners within the pharmaceutical and biotech industry, cosmetics and personal care industry and the chemical industry. Cyprotex acquired Apredica and the assets of Cellumen Inc. in August 2010 and the combined business provides support for a wide range of experimental and computational ADME-Tox and PK services. The acquisition of the assets and business of CeeTox in January 2014 has enabled Cyprotex to expand its range of services to target the personal care, cosmetics and chemical industries. In 2015, Cyprotex launched its new bioscience division to expand its capabilities into phenotypic and target based screening. The Company's core capabilities include high quality in vitro ADME services, mechanistic toxicology and high content toxicology screening services, including our proprietary CellCiphr® toxicity prediction technology, bioscience services, predictive modelling solutions including Cloe® PK, chemPK™ and chemTox, and a range of skin, ocular and endocrine disruption services. For more information, please visit www.cyprotex.com.

 

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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