Schedule One - Summerway Capital Plc

RNS Number : 7220D

AIM

04 March 2022

ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM RULES")

COMPANY NAME:

Summerway Capital Plc (AIM:SWC) ("Summerway" or the "Company") to be renamed Celadon Pharmaceuticals plc following completion of the acquisition of Vertigrow Technology Ltd ("Vertigrow")

COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES) :

32-33 Cowcross Street

London

EC1M 6DF

COUNTRY OF INCORPORATION:

England & Wales

COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:

https://www.summerwaycapital.co.uk/ (to be replaced with www.celadonpharma.com) on Admission

COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING POLICY). IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED:

Admission is sought as a result of a reverse takeover in accordance with AIM Rule 14.

Following the amendment to the Company's investing policy, as announced on 21 September 2021, Summerway is an investing company focused on investment and acquisition opportunities across the healthcare and pharmaceutical sectors, particularly within new and emerging therapeutic areas.

On 28 October 2021, the Company announced that it had entered into a conditional agreement to acquire the entire issued share capital of Vertigrow Technology Ltd (t/as Celadon Pharmaceuticals) ("Vertigrow"), a UK based pharmaceutical company specialising in the researching, growing and supply of medicinal cannabis, for total consideration of £80 million (the "Proposed Acquisition").

The Company will be admitted to AIM on the basis that its business relating to medicinal cannabis is conducted in the UK only, for which the Company has in place or will have in place all relevant consents and permits as set out in its Admission Document. Admission to AIM will be subject to a special condition pursuant to AIM Rule 9 that in the event that the Company undertakes any business relating to cannabis or cannabis-related activities in any jurisdiction beyond the scope set out in its Admission Document, such change will be deemed to constitute an acquisition resulting in a fundamental change in the Company's business for the purposes of AIM Rule 14. In the event of any breach of this condition or if the Company carries on any unlawful activities or if the activities carried on by the Company become unlawful as a result of any change in applicable laws, the admission of the Ordinary Shares to trading on AIM may be suspended and/or cancelled.

The Acquisition constitutes a reverse takeover pursuant to AIM Rule 14 and is therefore subject to, inter alia, the approval of Summerway's shareholders.

Upon completion of the Acquisition, the Company expects to cease to be an investing company under the AIM Rules for Companies and instead become a trading company.

DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFER OF THE SECURITIES (i.e. where known, number and type of shares, nominal value and issue price to which it seeks admission and the number and type to be held as treasury shares):

Number of ordinary shares of 1 pence each ("Ordinary Shares") for which Admission will be sought: 61,669,773

Issue price per Ordinary Share: 165 pence

There are no restrictions on the transferability of the Ordinary Shares save for customary contractual and AIM Rule 7 lock-ups following admission to AIM ("Admission").

No Ordinary Shares will be held in treasury on Admission.

CAPITAL TO BE RAISED ON ADMISSION (AND/OR SECONDARY OFFERING) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:

Capital to be raised on admission: Gross proceeds of £8.5 million

Anticipated market capitalisation on admission: Approximately £101.8 million**

**Based on a Placing Price of 165 pence

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

70.6 per cent.

DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM SECURITIES (OR OTHER SECURITIES OF THE COMPANY) ARE OR WILL BE ADMITTED OR TRADED:

None

FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the first name by which each is known or including any other name by which each is known):

Benjamin Shaw (Interim Chairman)¹

David Firth (Independent Non-Executive Director)

Elizabeth ("Liz") Shanahan (Independent Non-Executive Director)

Alexander Anton (proposed Non-Executive Chairman)²

James ("Jim") Short (Proposed Chief Executive Officer)²

Kathleen ("Katie") Long (proposed Chief Financial Officer)²

Robert ("Robbie") Barr (proposed Senior Independent Non-Executive Director)²

Dr Steven ("Steve") Hajioff (proposed Independent Non-Executive Director)²

1. Will step down from the board of directors with effect from admission of the enlarged share capital to trading on AIM

2. Will join the board of Directors with effect from admission of the enlarged share capital to trading on AIM

FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER ADMISSION (underlining the first name by which each is known or including any other name by which each is known):

	At publication of Admission Document		Post Admission
	Number of Existing Shares	Percentage of Existing Share Capital	Number of Ordinary Shares	Percentage of Enlarged Share Capital
Vin Murria OBE	1,403,409	17.5	1,403,409	2.3%
Ian Alexander Anton	1,100,000	13.7	1,100,000	1.8%
Hargreave Hale Ltd	1,000,000	12.4	1,000,000	1.6%
Whitehall Associated S.A.	982,000	12.4	982,000	1.6%
Trevor Fenwick	750,000	9.3	1,681,737	2.7%
Benjamin Shaw	500,000	6.2	500,000	0.8%
Stephen Heath	500,000	6.2	500,000	0.8%
James Short	-	-	26,046,928	42.2%
John Mitchell	-	-	4,525,403	7.3%
Cormac Short	-	-	4,525,403	7.3%
Paul Allen	-	-	4,525,403	7.3%
Jonathan Rickard	-	-	2,251,388	3.7%

NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES:

None

(i) ANTICIPATED ACCOUNTING REFERENCE DATE

(ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited interim financial information)

(iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND 19:

(i) 31 December

(ii) Summerway - 31 August 2021 (audited), Vertigrow - 30 June 2021 (unaudited)

(iii) 16 month final results to 31 December 2021, by 30 April 2022

Interim results to 30 June 2022, by 30 September 2022

Final results to 31 December 2022, by 30 June 2023

EXPECTED ADMISSION DATE:

28 March 2022

NAME AND ADDRESS OF NOMINATED ADVISER:

Canaccord Genuity Limited

88 Wood Street

London

EC2V 7QR

NAME AND ADDRESS OF BROKER:

Canaccord Genuity Limited

88 Wood Street

London

EC2V 7QR

OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES:

Electronic copies of the Admission Document will be available from the Company's website, https://www.summerwaycapital.co.uk/. The Admission Document will contain full details about the applicant and the admission of its securities.

THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO APPLY

QCA Corporate Governance Code

DATE OF NOTIFICATION:

04 March 2022

NEW/ UPDATE:

New

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Date	4 Mar 2022
Time	14:00:09
Category	Capital structure
ID	7220D

Date	4 Mar 2022
Time	14:00:09
Category	Capital structure
ID	7220D

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Schedule One - Summerway Capital Plc