While browsing through the explanatory memorandum l came across resolution 7--"Amendment to Constitution" which reads ---
Resolution 7 – Amendment to Constitution
Additional powers
Following the approval by the United States (US) Food and Drug
Administration of fondaparinux and its launch in the US, which
is expected to be a source of significant shareholder value in the
future, the Board has reviewed options for the future funding
of the Phase III trial of its lead cancer drug HA-Irinotecan in
metastatic colorectal cancer.
The Board wishes to maintain maximum flexibility for future
funding options for the trial and the drug. In order to maximise
flexibility, it is proposed to amend the Company’s Constitution
to give the Company the ability to make returns to Shareholders
in the form of Shares or other assets owned by the Company.
This option would facilitate the return to Shareholders of Shares
relating to the Company’s oncology interests if that option
becomes an appropriate means of funding those interests.
It is proposed to rename rule 23 “Distributions” (currently
“Dividends”) as the rule also deals with distributions other
than dividends.
It is proposed to amend rule 23.9, which currently provides the
Board with certain powers where it is proposed to pay dividends in
the form of Shares or assets or to capitalise profits by paying up or
issuing securities. For example, the rule currently gives the Board
a discretion to deal with any fractional entitlements to securities
which may arise. The amended rule clarifies the wording of the
rule and extends the powers in the current rule to make it clear
that they also apply to a reduction of capital.------
So to me this means a possible spin off of their oncology assets into a new company with existing shareholders being issued shares in this entity and additional shares being issued to raise the necessary funding. As there has been no announcement regarding this possible event l can only assume that the board is clearing the way if this becomes the favoured option. All appears a bit strange really.
What does everyone think?
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While browsing through the explanatory memorandum l came across...
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