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BioPharma Credit PLC (BPCR)

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Thursday 30 September, 2021

BioPharma Credit PLC

Result of General Meeting

RNS Number : 6172N
BioPharma Credit PLC
30 September 2021
 

LEI: 213800AV55PYXAS7SY24

 

30 September 2021

BIOPHARMA CREDIT PLC

(THE "COMPANY")

 

RESULT OF GENERAL MEETING (INCLUDING CONTINUATION RESOLUTION) AND INTENTION TO PROCEED WITH MIGRATION TO PREMIUM SEGMENT

As announced on 10 September 2021, BioPharma Credit plc (the "Company" or "BioPharmaCredit") had convened a general meeting (the "General Meeting") to approve resolutions (the "Resolutions") in connection with:

· the Company's intention to apply for admission of its Ordinary Shares to listing on the Premium Segment of the Official List of the Financial Conduct Authority and the transfer of the admission to trading of the Ordinary Shares from the Specialist Fund Segment to the Premium Segment of London Stock Exchange plc's Main Market ("Admission");

· the proposed cancellation of the admission of the Ordinary Shares to listing and trading on the Official List of The International Stock Exchange Authority ("TISEA") on or shortly after, and conditional upon, Admission;

· the proposed amendments to the Company's articles of association; and

· the Continuation Resolution.

 

The Company is pleased to announce that, at the General Meeting held earlier today, all Resolutions put forward were passed by way of a poll. The text of the Resolutions and the votes cast are detailed at the end of this announcement.

Accordingly, the Company intends to apply for Admission of all of its issued shares, being 1,373,932,067 Ordinary Shares. A further announcement will be made in due course once Admission is effective.   Shareholders do not need to take any action with respect to their Ordinary Shares (whether held in certificated or uncertificated form) in connection with Admission.   The Company's ISIN and LEI will remain the same.

 

The Company also intends to introduce a new quote in GBP, which will have its own ticker and SEDOL. Further details will be announced in due course, but in any event the existing USD quote will remain.

 

For the purposes of this announcement, unless otherwise defined, capitalised words and phrases shall have the meaning given to them in the circular published by the Company on 10 September 2021 (the "Circular").

 

A copy of the results will be submitted to the National Storage Mechanism and will be available for inspection at  https://data.fca.org.uk/#/nsm/nationalstoragemechanism .

 

For Further Information

BioPharma Credit plc

Via Link Company Matters Limited

Company Secretary
+44 (0)1392 477 509

 

J.P. Morgan Cazenove 

William Simmonds / Harry Randall (Corporate Finance)

+44 (0)20 7742 4000

Buchanan

David Rydell / Mark Court / Jamie Hooper / Henry Wilson

+44 (0)20 7466 5000

[email protected]

 

About BioPharma Credit plc:

BioPharma Credit PLC is London's only listed specialist investor in debt from the life sciences industry and joined the LSE on 27 March 2017. The Company seeks to provide long-term shareholder returns, principally in the form of sustainable income distributions from exposure to the life sciences industry. The Company seeks to achieve this objective primarily through investments in debt assets secured by royalties or other cash flows derived from the sales of approved life sciences products.

 

Resolution 1

IT IS HEREBY RESOLVED THAT , conditional upon and with effect from the date of admission of the ordinary shares in the capital of the Company to trading on the premium segment of the main market of the London Stock Exchange and to listing on the Official List of the Financial Conduct Authority ("Admission"):

(A)   if Resolution 3 is passed, the draft articles of association produced to the General Meeting and, for the purposes of identification, identified as Set A New Articles and initialled by the Chairman, be and are hereby adopted as the articles of association of the Company in substitution for, and to the exclusion of, the Company's existing articles of association; or

(B)  if Resolution 3 is not passed, the draft articles of association produced to the General Meeting and, for the purposes of identification, identified as Set B New Articles and initialled by the Chairman, be and are hereby adopted as the articles of association of the Company in substitution for, and to the exclusion of, the Company's existing articles of association.

 

For (including discretionary)

635,118,451 votes (99.9%)

Against

12,000 votes (0.01%)

Withheld*

36,658 votes

     

Resolution 2

IT IS HEREBY RESOLVED THAT , subject to the passing of Resolution 1:

1.  the Company be and is hereby authorised to implement the Premium Admission Proposals described in the Circular; and

2.  the Company be and is hereby authorised to apply for the cancellation of the admission of the Ordinary Shares to listing and trading on the Official List of TISEA, subject to Admission.

 

For (including discretionary)

 635,118,451 votes (99.99%)

Against

 12,000 votes (0.01%)

Withheld*

 36,658 votes

 

Resolution 3

IT IS HEREBY RESOLVED THAT , subject to the passing of Resolution 2, with immediate effect, the articles of association of the Company be and are hereby amended by deleting Article 152(1) and replacing it with the following new Article 152(1):

The directors shall, at any general meeting of the Company held following the fourth anniversary of Admission (the "Initial Continuation Meeting"), propose an ordinary resolution that the Company continues its business as a closed-ended investment trust (a "Continuation Resolution"), provided that such Continuation Resolution is proposed no later than the first annual general meeting of the Company held following the fifth anniversary of Admission. If a Continuation Resolution is passed at the Initial Continuation Meeting then the directors shall be required to propose a further Continuation Resolution at any general meeting held following the fourth anniversary of the Initial Continuation Meeting (the "Second Continuation Meeting"), provided that such Continuation Resolution is proposed no later than the first annual general meeting of the Company held following the eighth anniversary of Admission. If a Continuation Resolution is passed at the Second Continuation Meeting, then the directors shall be required to propose a further Continuation Resolution at any general meeting held following every three years after the date of the Second Continuation Meeting (the "Anniversary Date") thereafter, the exact timing of such subsequent meeting to be determined by the Directors at their sole discretion provided that it is held no later than the first annual general meeting of the Company held following the relevant Anniversary Date.

 

For (including discretionary)

 635,118,451 votes (99.99%)

Against

 12,000 votes (0.01%)

Withheld*

36,658 votes

 

Resolution 4

 

IT IS HEREBY RESOLVED THAT , subject to the passing of Resolution 3, pursuant to Article 152(1) of the Company's articles of association, the continuation of the Company's business as a closed-ended investment trust be and is hereby approved.

 

For (including discretionary)

635,130,451 votes (100%)

Against

0 votes (0%)

Withheld*

36,658 votes

 

*A vote withheld is not a vote in law and is therefore not counted towards the proportion of votes "for" or "against" the Resolution.   Percentages are expressed as a proportion of total votes cast (which does not include votes withheld)

 

Resolutions 2 and 4 were passed as ordinary resolutions and Resolutions 1 and 3 were passed as special resolutions.

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