Sareum Holdings plc

(“Sareum” or the “Company”)

Publication of Circular and Notice of General Meeting

Cambridge, UK, 4 February 2022 – Sareum Holdings plc (AIM: SAR), the specialist drug development company, is pleased to announce that it has today published a circular (the “Circular”) containing details of the proposed adoption of new articles of association of the Company (the “New Articles”) and a proposed consolidation of the Company's ordinary shares of £0.00025 each in the capital of the Company (“Ordinary Shares”) (the “Consolidation”). The Circular includes a notice of an extraordinary general meeting of the Company (the “General Meeting”) (the “Notice”), which will be held at 2:30 p.m. on 28 February 2022 at The City Centre, 80 Basinghall Street, London EC2V 5AG. Copies of the Circular and Notice will be available shortly on the Company’s website www.sareum.com.

The proposed Consolidation comprises the consolidation of the Company’s Ordinary Shares on the basis of 1 new ordinary share of £0.0125 each in the capital of the Company (“New Ordinary Share”) for every 50 existing Ordinary Shares in issue immediately prior to the Consolidation (“Existing Ordinary Shares”).

The Board is of the opinion that the high number of Existing Ordinary Shares (currently 3,403,470,791) and the low absolute share price, negatively affects investors’ perception of the Company and considers the Consolidation to be in the best interests of the Company and its shareholders. If approved by shareholders, the proposed Consolidation would reduce the number of Ordinary Shares in issue by a factor of 50 and the Board believes that this will increase the trading price of the shares and make the Company and its shares more attractive to a broader range of investors.

As all of the Existing Ordinary Shares are proposed to be consolidated, the proportion of issued ordinary shareholdings in the Company held by each shareholder immediately prior and immediately after the Consolidation will, save for any shareholder who would otherwise be entitled to a fraction of a New Ordinary Share in respect of their holdings of Existing Ordinary Shares arising on Consolidation, remain unchanged. The Consolidation will result in fractional entitlements to a New Ordinary Share where any holding is not precisely divisible by 50 (“Fractional Entitlements”). No Fractional Entitlements to New Ordinary Shares will be issued to shareholders and any Fractional Entitlements will be aggregated and sold in the market for the best price reasonably obtainable.

The Company is also proposing to adopt New Articles to reflect good corporate governance and changes in company law and market practice in the recent years, as the Company’s current articles of association have been in place since 5 July 2004. A summary of the proposed principal changes to the Articles are set out in the Appendix to the Notice.

Implementation of the Consolidation and adoption of New Articles are both conditional upon the approval of the Resolutions by the Company’s shareholders at the General Meeting. The Circular provides further details of the Consolidation and New Articles and explains why the Directors are recommending that shareholders vote in favour of the Resolutions at the General Meeting.

The Board acknowledges that attending the General Meeting in person may not be possible or desirable for all shareholders and therefore the Company will also relay the General Meeting by live webcast via the Investor Meet Company (“IMC”) platform. Shareholders who wish to follow the meeting via the IMC platform should register with IMC at www.investormeetcompany.com/sareum-holdings-plc/register-investor. Shareholders who have previously registered with IMC will be invited to the webcast automatically. Shareholders are reminded that participation via the IMC platform will not constitute attendance at the General Meeting and shareholders following the meeting via the IMC platform will not be able to vote on the day of the meeting and if they wish to vote they should do so by completing and returning a Form of Proxy in accordance with the instructions set out in the Circular and in the notes to the Notice.

Unless stated otherwise, all capitalised terms in this announcement shall have the same meaning as those within the definitions section of the Circular.

EXPECTED TIMETABLE*

 

 

Circular posted to Shareholders

4 February 2022

Latest time and date for receipt of Forms of Proxy

 2:30 p.m. on 26 February 2022

Extraordinary General Meeting

2:30 p.m. on 28 February 2022

Additional Ordinary Shares issued**

28 February 2022

Record Date and completion of Consolidation

6.00 p.m. on 28 February 2022

Expected date on which New Ordinary Shares will be admitted to trading on AIM

8.00 a.m. on 1 March 2022

Expected date CREST accounts are to be credited with the New Ordinary Shares in uncertificated form

1 March 2022

Expected date for despatch of definitive certificates for New Ordinary Shares in certificated form

by no later than 15 March 2022

 

*Each of the times and dates above are subject to change by the Company. Reference to time in the Circular and the Form of Proxy are to London time unless stated otherwise. If any of the above times and/or dates changed, the revised time(s) and/or date(s) will be notified to Shareholders by announcement through a regulatory information service.

 

** Nine additional Ordinary Shares are to be issued immediately prior to the Consolidation such that the total number of Ordinary Shares in issue shall be exactly divisible by 50.

 

For further information, please contact:

Sareum Holdings plc

Tim Mitchell, CEO

 

 

01223 497700

Strand Hanson Limited (Nominated Adviser)

James Dance / James Bellman

 

 

020 7409 3494

Peel Hunt LLP (Joint Corporate Broker)

James Steel

 

 

020 7418 8900

Hybridan LLP (Joint Corporate Broker)

Claire Noyce

 

 

020 3764 2341

MEDiSTRAVA Consulting (Financial PR)

Mark Swallow / George Underwood / Evelyn McCormack

 

0203 928 6900

 

 

About Sareum

Sareum is a specialist drug development company delivering targeted small molecule therapeutics to improve the treatment of cancer and autoimmune diseases. The Company aims to generate value through licensing its candidates to international pharmaceutical and biotechnology companies at the preclinical or early clinical trials stage.

Sareum is advancing internal programmes focused on distinct dual tyrosine kinase 2 (TYK2) / Janus kinase 1 (JAK1) inhibitors through preclinical development as therapies for autoimmune diseases, including the ‘cytokine storm’ immune system overreaction to Covid-19 and other viral infections, (SDC-1801) and cancer immunotherapy (SDC-1802).

Sareum also has an economic interest in SRA737, a clinical-stage oral, selective Checkpoint kinase 1 (Chk1) inhibitor that targets cancer cell replication and DNA damage repair mechanisms. Preliminary Phase 2 and comprehensive preclinical data suggest SRA737 may have broad application in combination with other oncology and immune-oncology drugs in genetically defined patients.

SRA737 was discovered and initially developed by scientists at The Institute of Cancer Research in collaboration with Sareum, and with funding from Sareum and Cancer Research UK. SRA737 was licensed by CRT Pioneer Fund (CPF) to Sierra Oncology Inc. Sierra continues to explore options that would enable the development of SRA737 to advance.

Sareum Holdings plc is listed on the AIM market of the London Stock Exchange, trading under the ticker SAR. For further information, please visit the Company’s website at www.sareum.com

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