Oxford Pharmascience : Announcement of demerger

10 November 2017

Announcement of demerger

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN OR INTO ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.

Defined terms in this announcement have the same meanings as used in the Circular sent to shareholders today.

The Company today announces its intention to demerge certain operating and other assets and the business of the Group to Oxford Pharmascience Limited ('OPL'), following a Board strategic review of the Group's operations. The Demerger constitutes a fundamental disposal under Rule 15 of the AIM Rules and is subject to Shareholder approval at the General Meeting to be held at 11:00 a.m. on 27 November 2017 at the offices of DWF LLP at 20 Fenchurch Street, London EC3M 3AG.

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Notice of General Meeting to be held on 27 November 2017

Rationale for the Demerger

The objective of the Demerger is to maximise value to Existing Shareholders:

• through ongoing commercialisation of the Group's existing commercial and development assets and intellectual property in a private vehicle; and
• by providing a continued investment in a Rule 15 Cash Shell seeking to deploy the Company's remaining cash assets through the acquisition of an operating business (or operating assets), with such an acquisition constituting a reverse takeover

The Board believes the Demerger to be in the best interests of the Company and Existing Shareholders and further that the Demerger allows:

• OPL to continue commercialisation efforts of the Group's OXPzero™ platform technology as a private company with cash reserves of approximately £1.3 million whilst revenue will continue to be generated from the on-going sales of calcium chew products
• Existing Shareholders to maintain a continued investment in this business through the receipt of OPL Shares to be distributed to them in the same proportions as their existing holdings in the Company on the Record Date
• Existing Shareholders to also retain the potential upside from continuing interests in the Company via the investment of its remaining cash resources of approximately £19.3 million as at 31 October 2017 into other opportunities as further described below.

Structure of the Demerger

The Demerger represents a fundamental change of business under Rule 15 of the AIM Rules and therefore requires the approval of Existing Shareholders at the General Meeting described above. Completion of the Demerger will result in the Company becoming a Rule 15 Cash Shell.

In order to give effect to the Demerger, the Company is proposing to reorganise the existing issued share capital and undertake a capital reduction and cancellation of its share premium account, which will also require an amendment to the Company's Articles of Association. Finally, in order to reflect the revised strategy of the Company going forward (as a Rule 15 Cash Shell) it is proposed that the Company change its name to Abaco Capital plc.

The Demerger will involve the Company's entire holding of shares in its subsidiary, OPL, which holds substantially all of the Group's commercial assets, drug development assets and intellectual property, being distributed in specie to Existing Shareholders.

Status and Strategy of Abaco Capital plc as a Rule 15 Cash Shell

Following completion of the Demerger, the Company will become a Rule 15 Cash Shell and will therefore be required to make an acquisition which constitutes a reverse takeover under Rule 14 of the AIM Rules (including seeking re-admission as an investing company (as defined under the AIM Rules) on or before the date falling six months from completion of the Demerger.

In seeking and considering potential acquisitions, the Board of Directors intends to identify opportunities offering the potential to deliver value creation and returns to shareholders over the medium to long-term. The Company will consider investment opportunities in any sectors as they arise, however, the Board of Directors have a combined skill set and experience particular to the pharmaceutical, biotechnology and technology sectors.

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

ADDITIONAL INFORMATION

The New Shares will have the same stock identification codes as the Existing Ordinary shares as follows:

ISIN: GB00B3LXPB43

SEDOL: B3LXPB4

The profits attributable to OPL are a loss before tax of £1.5 million for the twelve months ended 31 December 2016 and a loss before tax of £1.2 million for the six months ended 30 June 2017.

Further information is contained within the Circular posted today to Shareholders, a copy of which can also be found in the Investor Relations section of the Company's website, www.oxfordpharmascience.com.

Shareholders are strongly advised to read the Circular in its entirety, which contains important information about risk factors associated with their continuing investments in both OPL and the Company, the legal process to give effect to the Demerger and details of the General Meeting.

This announcement is released by Oxford Pharmascience Group plc and contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 ('MAR'), encompassing information relating to the proposed Demerger described herein, and is disclosed in accordance with the Company's obligations under Article 17 of MAR. For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055, this announcement is being made on behalf of the Company by Marcelo Bravo and Chris Hill, save for the related party transaction disclosures, which the Independent Directors are making on behalf of the Company.

For further information:

Forward-looking statements

Certain statements contained herein constitute forward-looking statements. The forward-looking statements contained herein include statements about the expected effects of the Capital Reductions and the Demerger, the expected timing and scope of the Capital Reductions and the Demerger and other statements other than in relation to historical facts. Forward-looking statements are statements which contain, without limitation, words such as 'intends', 'anticipates', 'targets', ''estimates'', 'believes', 'should', 'plans', 'will', 'expects' and similar expressions or statements that are not historical facts. The statements are based on the assumptions and assessments by the Board and are naturally subject to uncertainty and changes in circumstances. By their nature, forward-looking statements involve risk and uncertainty and the factors described in the context of such forward-looking statements in this announcement or the Circular could cause actual results and developments to differ materially from those expressed in or implied by such forward-looking statements. There are a number of factors that could cause actual results or developments to differ materially from those expressed or implied by such forward-looking statements. These factors include, but are not limited to, local and global political and economic conditions, future revenues of the Company being lower than expected, expected cost savings from the Capital Reductions and the Demerger or other future transactions not being realised fully or in line with expected timeframes, competitive pressures in the industry increasing, foreign exchange rate fluctuations and interest rate fluctuations (including those from any potential credit rating decline) and legal or regulatory developments and changes. Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements.

Neither the Company, nor any of its respective associates or directors, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied by any forward-looking statements contained herein will actually occur. Other than in accordance with their legal or regulatory obligations (including under the AIM Rules, Market Abuse Regulation, the Disclosure and Transparency Rules of the Financial Conduct Authority and the City Code on Takeovers and Mergers), the Company is not under any obligation and expressly disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

CHAIRMAN'S LETTER - EXTRACTED FROM THE CIRCULAR WITHOUT MATERIAL ADJUSTMENT

1. Introduction

Following a strategic review of the Group's operations undertaken by the Board, the Company today announced its intention to demerge its entire holding of shares in the capital of its wholly owned subsidiary, OPL, which holds substantially all of the Group's commercial assets, drug development assets and intellectual property and to distribute the shares in OPL in specie to Existing Shareholders.

The objective of the Demerger is to maximise value to Existing Shareholders through the further commercialisation of the Group's existing commercial and development assets and intellectual property in a private vehicle, and provide a continued investment in a Rule 15 Cash Shell seeking to deploy the Company's remaining cash assets through the acquisition of an operating business (or operating assets), with such an acquisition constituting a reverse takeover under Rule 14 of the AIM Rules.

The Demerger is considered to be a fundamental change of business pursuant to Rule 15 of the AIM Rules and therefore requires the approval of Existing Shareholders at the General Meeting. Completion of the Demerger will result in the Company becoming a Rule 15 Cash Shell. In order to achieve the Demerger, the Board is also seeking Existing Shareholder approval to subdivide and re-classify each Existing Share into 1 New Share of £0.00001 and 1 Participating Deferred Share of £0.00099 and amend the Existing Articles by the adoption of the New Articles.

The purpose of the Circular is to set out the background to and reasons for the Demerger, explain why the Board believes that the Proposals are in the best interests of Existing Shareholders as a whole and detail the Resolutions to be put to the Existing Shareholders at the General Meeting to be held on 27 November 2017. The formal Notice of the General Meeting is set out at the end of the Circular.

2. Background and reasons for the Demerger

In June 2015, the Company raised £20 million from the issue of new equity to existing and new shareholders of the Company, the proceeds of which were to be used to continue development of reduced gastrointestinal damage, non-steroidal anti-inflammatory drug products for ibuprofen and naproxen along with a programme to fast-track the development of OXPzero™ Aspirin.

Since raising the new capital, an OXPzero™ Aspirin product proved to be unviable due to stability issues and the pathway to approval for gastric safe OXPzero™ Ibuprofen products in the USA, the Company's biggest potential market, was proved to be economically unviable due to the regulatory complexities imposed by the US Food and Drug Administration.

As a result, the Company decided to focus primarily on its NSAID programmes for over-the-counter markets and has deemed that it no longer requires such a large capital base to execute its streamlined business plan. The Group has always been operated in an efficient and tightly cost-controlled manner and, as a result, Group cash balances stand at £20.6 million as at 31 October 2017.

The Board continues to believe that the OXPzero™ technology platform can be successful as early stage discussions with potential partners are on-going (although with uncertain outcomes), however, operating OPL from within a public company would not offer the best means of achieving that success. The Company's share price has traded below cash for some time indicating that the market does not value the prospects for the technology. In addition, there is a lack of liquidity in the market for its shares.

The Demerger will allow OPL to continue commercialisation efforts of the OXPzero™ platform technology as a private company with cash reserves of approximately £1.3 million whilst revenue will continue to be generated from the on-going sales of calcium chew products, and provides Existing Shareholders with continued investment in this business through the receipt of OPL Shares. Existing Shareholders will also retain the potential upside from continuing interests in the Company via the investment of its cash resources (being the sum of £19.3 million as at 31 October 2017) into other opportunities as further described below. The Board believes the Demerger to be in the best interests of the Company and Existing Shareholders.

The profits attributable to OPL are a loss before tax of £1.5 million for the twelve months ended 31 December 2016 and a loss before tax of £1.2m million for the six months ended 30 June 2017.

3. Rule 15 Cash Shell

Following completion of the Demerger, the Company will become a Rule 15 Cash Shell and as such will be required to make an acquisition or acquisitions which constitutes a reverse takeover under Rule 14 of the AIM Rules (including seeking re-admission as an investing company, as defined under the AIM Rules) on or before the date falling six months from completion of the Demerger.

In seeking and considering potential acquisitions, the Board of Directors intends to identify opportunities offering the potential to deliver value creation and returns to shareholders over the medium to long-term. The Company will consider investment opportunities in any sectors as they arise, however, the Board of Directors have a combined skill set and experience particular to the pharmaceutical, biotechnology and technology sectors.

As required under Rule 15 of the AIM Rules, the Directors' initial priority in considering investments will be to seek an acquisition which would constitute a reverse takeover and then form the primary trading business of the Company going forward. Following the completion of such a reverse takeover, however, the Directors will also consider other investments, to the extent it has additional cash resources. If the Directors are unable to identify a compelling reverse takeover target, they retain the option to return capital to shareholders.

The Company will consider investment opportunities anywhere in the world. Investments may be made by way of purchasing shares in appropriate companies, outright acquisition or by the acquisition of assets, including the intellectual property, of a relevant business, or by entering into partnerships or joint venture arrangements.

Such investments may result in the Company acquiring the whole or part of a company or project (which in the case of an investment in a company may be private or listed or quoted on a stock exchange, and which may be pre-revenue), and such investments may constitute a minority stake in the company or project in question. The Company may be both an active and a passive investor depending on the nature of the individual investments.

Although the Company intends to be a medium to long-term operator or investor, the Company places no minimum or maximum limit on the length of time that any investment may be held and therefore shorter term disposal of any investments cannot be ruled out. The Company intends there to be no absolute limit on the number of projects into which the Company may invest, and the Company's available financial resources may be invested in a number of propositions or in just one opportunity, which may be deemed to be a reverse takeover pursuant to Rule 14 of the AIM Rules. This approach will allow investments to be in all types of assets and there will be no investment restrictions.

Failing to complete such an acquisition(s) (or otherwise seek to readmit as a Rule 8 investing company), within six months from completing the Demerger, would result in the New Shares being suspended from trading on AIM pursuant to Rule 40 of the AIM Rules. Admission to trading on AIM of the New Shares would be cancelled six months from the date of suspension, under Rule 41 of the AIM Rules, should the reason for the suspension not have been rectified.

Following completion of the share capital re-organisation, the Board will retain the right to distribute the cash reserves of the Company to shareholders, to the extent that such cash resources are not considered necessary for any acquisition, the operation of any enlarged business and/or for investment purposes.

4. Proposed Board Changes

It is intended that the Group's existing chief executive officer, Marcelo Bravo, will continue to lead the development of OPL's commercial assets as chief executive of OPL, and will accordingly resign from his position as Chief Executive Officer of the Company upon completion of the Demerger. It is intended that both James White and Karl Robertson Van Horn will also resign from their positions as non-executive directors of the Company. Karl Robertson Van Horn will be appointed as a director of OPL and will act in a non-executive capacity on the OPL board of directors, to provide guidance and oversight to the commercialisation of OPL's assets.

Chris Hill will remain as Chief Financial Officer and a director of the Company and will remain a director of OPL to provide financial management services to OPL.

Therefore following completion of the Demerger, the board of OPL will consist of Marcelo Bravo, Chris Hill and Karl Robertson Van Horn, with David Norwood, Chris Hill and John Goddard remaining as Chairman, Chief Financial Officer and Non-Executive Director of the Company, respectively.

As a result of the above proposed changes, Marcelo Bravo and Karl Robertson Van Horn will enter into new service contracts with OPL. It is expected that Marcelo Bravo will work two to three days per week for OPL and Karl Robertson Van Horn will continue on the same terms for OPL as he had in place with the Company prior to the Demerger. In relation to the remaining Company appointments, it is expected that there will be a reduction in the number of hours the directors are required to provide to the Company following the Demerger (although a degree of flexibility will be required to reflect increased working commitments required to evaluate, negotiate and enter into any investment opportunities referred to in paragraph 3 above).

5. Change of name

Following completion of the Demerger, OPL will keep its corporate name and continue to trade under such name. Given that OPL will no longer be a subsidiary of the Company and to reflect the new strategy of the Company, a proposal to change the Company's name to 'Abaco Capital plc' is included in the Resolutions.

6. Background to and legal process to give effect to the Demerger

In order to effect the Demerger, the Group is required to undertake a legal process, including the Subdivision and the Capital Reductions, which are subject to Existing Shareholder approval at the General Meeting. Further details on this process are set out in Part II of the Circular.

7. Related Party Transactions

The Demerger constitutes related party transactions under Rule 13 of the AIM Rules with each of Woodford Investment Managers and Richard Griffiths, as substantial shareholders of the Company and David Norwood and Marcelo Bravo, as directors of the Company, (each being a 'Related Party' and together being the 'Related Parties'). Based upon the Related Parties' shareholdings in the Company as at the date of the Circular, upon completion of the Demerger, the Related Parties will have the following holdings in each of the Company and OPL:

Note: The above figures assume no changes to the underlying holdings of the named shareholders after publication of the Circular and before the record date.

Chris Hill, James White, John Goddard and Karl Robertson Van Horn are deemed to be independent of the Demerger for the purposes of Rule 13 of the AIM Rules. The Independent Directors, having consulted with the Company's nominated adviser, N+1 Singer, consider that the terms of the Demerger referred to above are fair and reasonable in so far as the Existing Shareholders are concerned.

8. Company's authority to purchase its own shares

Authority is sought from Existing Shareholders for the Company to make market purchases of New Shares (subject to completion of the Subdivision), such authority being limited to the purchase of up to 10 per cent. of the issued share capital of the Company following the Demerger. Resolution 7 is proposed in this regard and sets out the maximum and minimum prices that can be paid.

The Directors have no present intention of exercising the authority to purchase New Shares. The authority will be exercised only if the Directors believe that to do so would result in an increase in earnings per share or an increased net asset value per share (or both) for the Company's shareholders, and would be likely to promote the success of the Company for the benefit of its shareholders as a whole.

The Company may either cancel any New Shares which it purchases under this authority or transfer them into treasury (and subsequently sell or transfer them out of treasury or cancel them).

9. Share Option Schemes

Certain Directors and employees of the Company and OPL have signed deeds of surrender contingent on approval of the Demerger or have confirmed their intention to surrender share options in respect of options over 98,200,000 shares in the Company.

Following the Demerger, in order to incentivise its employees, it is proposed that OPL will adopt its own employee share schemes. On completion of a reverse takeover in accordance with Rule 14 of the AIM Rules, the Company would also look to adopt new employee share option schemes.

10. Taxation

There should be generally no tax liabilities under normal capital gains tax or income tax on dividend rules for UK resident Existing Shareholders arising from the proposed transactions.

Details and risk factors of the UK tax treatment are set out in Part V of the Circular (Taxation). Shareholders who are Venture Capital Trusts or have other privileged tax treatment should confirm their specific position, as further detailed in Part V.

If shareholders are in any doubt about their tax position or are subject to tax in a jurisdiction other than the UK, they should consult a professional adviser. The absence of any reference to the tax consequences of the Demerger for Existing Shareholders who are subject to tax in any other particular jurisdiction should not be taken to imply that the implementation of the Demerger might not have adverse tax consequences for such Existing Shareholders.

11. Restricted Shareholders

Within the timetable for the Demerger, the Board have provided for a period of seven days following the General Meeting during which Existing Shareholders will be able dispose of Existing Shares they hold prior to the Record Date. Any Existing Shareholders who are unable or do not wish to hold shares in the capital of a private company limited by shares should ensure that they have disposed of their Existing Shares by the Record Date.

It is the Board's current intention that OPL will put in place an electronic off-market dealing facility for the OPL Shares following completion of the Demerger. This facility would allow shareholders of OPL to trade their OPL Shares on a matched bargain and arm's length basis via periodic auctions.

12. Overseas Shareholders

The implications of the Demerger for Overseas Shareholders may be affected by the laws of the jurisdiction in which they are resident or otherwise located. Overseas Shareholders should inform themselves about and observe all applicable legal requirements. It is the responsibility of any person into whose possession the Circular comes to satisfy themselves as to the full observance of the laws of the relevant jurisdiction in connection with the transfer of OPL Shares pursuant to the Demerger, including the obtaining of any governmental, exchange control or other consents which may be required and/or compliance with other necessary formalities which are required to be observed and the payment of any issue, transfer or other taxes or levies due in such jurisdiction.

13. Action to be taken

A reply-paid Form of Proxy for use in connection with the General Meeting is enclosed with the Circular. 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 thereon to the Company at the Company's registrars as soon as possible and, in any event, not later than 11:00 a.m. on 23 November 2017, being 48 hours before the time of the General Meeting. The completion and return of the Form of Proxy will not preclude you from attending the General Meeting and voting in person should you subsequently wish to do so.

The proposals can only be implemented if the Resolutions are approved by the requisite majority at the General Meeting and the Capital Reductions are confirmed by the High Court. It is therefore important that you either vote in person or by proxy at the General Meeting.

Shareholders are reminded that, if their Shares are held in the name of a nominee, only that nominee or its duly appointed proxy can be counted in the quorum at the General Meeting.

14. Recommendation

The Board considers that the Proposals and the passing of the Resolutions to be proposed at the General Meeting are in the best interests of the Company and its Shareholders as a whole. Accordingly, the Board of Directors unanimously recommends that you vote in favour of the Resolutions set out in the Notice of General Meeting as the Board of Directors intend to do in respect of their own (and connected persons') beneficial shareholdings totalling 170,938,633Existing Shares, representing approximately 14.18% of the Company's issued voting share capital as at the date of this announcement.

Whether or not you are able to attend the General Meeting in person, please read the Notice of General Meeting set out at the end of the Circular and the enclosed Form of Proxy, including the notes thereto, carefully to ensure you are able to record your votes in respect of the Resolutions to be proposed at the General Meeting.

DEFINITIONS

The following definitions apply throughout this announcement unless the context otherwise requires: