Posting of Circular

RNS Number : 8080E

Advanced Oncotherapy PLC

16 May 2013

 



16 May 2013

ADVANCED ONCOTHERAPY Plc

("Advanced Oncotherapy" or "the Company")

Posting of Circular to Shareholders

and

Notice of General Meeting

The Board of Advanced Oncotherapy announces that a circular (the "Circular") containing the proposals set out below and Notice of General Meeting has today been sent to shareholders and a copy is available on the Company's website www.advancedoncotherapy.com.

 The Circular contains proposals (the "Proposals") for, inter alia:

•              Approval of authority to the Directors to allot and issue equity securities

•              Approval by special resolution the dis-application of pre-emption rights

The Proposals should be read in conjunction with the full announcement that follows in the Appendix below.  Unless otherwise stated all defined terms shall have the same meaning as in the Circular.

The General Meeting of the Company will be held at 86 Gloucester Place, London, W1U 6HP at 2 p.m. on Monday 3 June 2013.

The Circular sets out the background to, reasons for and details of the Proposals and the General Meeting. It also explains why the Board is recommending that Shareholders vote in favour of the Resolutions. Shareholders are encouraged to complete their Form of Proxy whether or not they intend to attend the General Meeting and return it as soon as possible, but in any event no later than 2 p.m. on 30 May 2013.

For further information, please visit www.advancedoncotherapy.com or contact:

Michael Sinclair, Chief Executive	Sandy Jamieson	Jon Levinson	Simon Hudson
Advanced Oncotherapy Plc	Libertas Capital Corporate Finance Ltd	Peterhouse Corporate Finance	Tavistock Communications
	(NOMAD & Joint Broker)	(Joint Broker)	(Financial PR & IR)
[phone]	[phone]	[phone]	[phone]

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Date of the Circular	15 May 2013
Latest time and date for receipt of completed Forms of Proxy	2 p.m. on 30 May 2013
General Meeting	2 p.m. on 3 June 2013

Authority to Allot Shares and Dis-application of Pre-Emption Rights

and

Notice of General Meeting

Introduction

The purpose of this document is to provide you with information on the proposed granting of authority to the Directors to allot shares and the dis-application of pre-emption rights on allotment. It also explains why the Board considers these proposals to be in the best interest of the Company and its Shareholders as a whole and to recommend that Shareholders vote in favour of the Resolutions, as the Directors intend to do in respect of their own interests, which represents 53.9 per cent. of the issued share capital of the Company as at 14 may 2013.

The Resolutions will be considered at the General Meeting to be held at 2 p.m. on 3 June 2013, notice of which is set out at the end of this document.

Authority to allot shares

In the announcement released on 24 April 2013, the Company stated that it has signed a Share Purchase Agreement for the acquisition of 100% of the share capital of ADAM for a consideration to the vendor, Brahma AG, of stock and warrants in the Company that will be equivalent to 29.9% of the issued ordinary share capital and warrants of the Company prior to the completion of the transaction. The Share Purchase Agreement is conditional subject to a fundraising to complete the development of ADAM's proprietary Linear Accelerator based Proton Beam Therapy technology, this financing is currently expected to close within the next 90 days. Therefore, in order to complete the ADAM acquisition and maintain a suitable level of headroom, the Company needs to obtain shareholder consent in general meeting for the issue of new equity.

It is therefore proposed to grant your Board authority under Section 551 of the 2006 Act to allot shares in the capital of the Company up to a maximum aggregate nominal amount of £10 million (representing approximately 278 percent of the issued ordinary share capital of the Company as at 14 May 2013), such authority to expire 3 years after the passing of the resolution or, if earlier, at the conclusion of the next annual general meeting of the Company.

Dis-application of pre-emption rights

Your Board proposes to obtain authority under Sections 570 and 573 of the 2006 Act to allot equity securities (as defined in the 2006 Act) otherwise than to existing shareholders in accordance with their statutory pre-emption rights under Section 561(1) of the 2006 Act.

Accordingly, Resolution 2 will give such authority in respect of Ordinary Shares having an aggregate nominal value of £10 million representing approximately 278 per cent. of the issued ordinary share capital of the Company as at 14 May2013. The resolution allows your Board to issue shares to shareholders pursuant to a rights issue, an open offer, or similar issue, without also issuing shares on a pre emptive basis or to overseas shareholders or in respect of fractions. The authority will expire 3 years from the date of the resolution is passed or, if earlier, at the conclusion of the next annual general meeting.

Action to be taken

Shareholders will find enclosed with the Notice in this document a Form of Proxy for use in connection with the General Meeting. Whether or not you intend to be present at the General Meeting you are requested to complete, sign and return the Form of Proxy in accordance with the instructions printed on it so as to be received by the Company's Registrar, Capita Registrars at PXS, 34 Beckenham Road, Beckenham BR3 4TU, as soon as possible and. in any event, so as to arrive no later than 2 p.m. on 30 May 2013, being 48 hours (excluding weekends) before the time appointed for the holding of the General Meeting. Completion and return of the Form of Proxy will not prevent a Shareholder from attending and voting in person at the General Meeting.

Board recommendation

The Board considers the Resolutions to be in the best interests of the Company and its Shareholders as a whole and recommends that Shareholders vote in favour of the Resolutions, as the Directors intend to do in respect of their own interests which represent 53.9 per cent. of the issued share capital of the Company.

- ENDS -

 

END

 

 

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