ACCUSTEM SCIENCES LIMITED ('Accustem UK')
and
ACCUSTEM SCIENCES INC. ('Accustem US')
Interposition of new US holding company by means of a Scheme of Arrangement under Part 26 of the Companies Act 2006
LONDON, Nov. 18, 2021 (GLOBE NEWSWIRE) -- Accustem UK is pleased to announce that at the Court Meeting and the General Meeting of Accustem UK Shareholders held earlier today to approve the terms of the interposition of a new US holding company be effected by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme"), the resolutions proposed were duly passed. Full details of the resolutions are set out in the notices of the Court Meeting and the General Meeting contained in the circular to Accustem UK Shareholders dated 2 November 2021 (the "Scheme Document").
At the Court Meeting, a majority in number of Scheme Shareholders, who voted and were entitled to vote (either in person or by proxy on the virtual meeting platform) and who together represented over 75 per cent. by value of the votes cast, voted in favour of the resolution to approve the Scheme. The resolution was accordingly passed. At the General Meeting, the special resolutions to provide for the implementation of the Scheme and the amendments to Accustem UK's articles of association were also passed by the requisite majority on a poll.
COURT MEETING
The results for the resolution to approve the Scheme were as follows:
| Results of the Court Meeting | Number of Scheme Shares voted | % of Scheme Shares voted | Number of Scheme Shareholders who voted | % of Scheme Shareholders who voted | Number of Scheme Shares voted as a percentage of issued ordinary share capital entitled to vote on the Scheme |
| FOR | 80,793,623 | 99.62% | 43 | 78.18% | 39.57% |
| AGAINST | 307,323 | 0.38% | 12 | 21.82% | 0.15% |
GENERAL MEETING
The special resolutions to provide for the implementation of the Scheme and the requisite amendments to Accustem UK's articles of association were also passed by the requisite majority on a poll.
The number of votes received were as follows:
| For | Against | Total | Withheld | |||
| No. of Accustem Shares voted | % of Accustem Shares voted | No. of Accustem Shares voted | % of Accustem Shares voted | No. of Accustem Shares voted | No. of Accustem Shares | |
| Special Resolution 1 | 80,790,722 | 99.69% | 251,380 | 0.31% | 81,042,102 | 49,620 |
| Special Resolution 2 | 80,790,036 | 99.69% | 252,066 | 0.31% | 81,042,102 | 49,620 |
| Ordinary Resolution 3 | 80,770,596 | 99.67% | 271,506 | 0.33% | 81,042,102 | 49,620 |
Votes lodged to be cast at the Chairman's discretion have been included in the 'FOR' figures.
Completion of the Scheme remains subject to the Court sanctioning the Scheme at the Court Hearing which is now expected to take place on 30 November 2021.
| Last time for dealings in, for registration of transfers of, and D&I disablement in CREST of UK Accustem Shares | Close of business on 29 November 2021 | |
| Court Hearing to sanction the Scheme | 30 November 2021 | |
| Scheme Record Time | Close of business on 1 December 2021 | |
| Scheme Effective Date | 8:00 a.m. on 2 December 2021 | |
| Despatch of share certificates of US Accustem Shares | within 14 days of the Scheme Effective Date | |
| Longstop date | 31 December 2021 |
Capitalised terms used in this announcement, unless otherwise defined shall have the same meanings as set out in the Scheme Document.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION
For further enquiries:
Accustem Sciences Limited
Gabriele Cerrone +44 (0)20 7495 2379
