AIM Rule 26

AIM Rule 26


The following information is disclosed in accordance with Rule 26 of the AIM Rules (January 2016). These requirements were last reviewed and updated by the company on 17 Aug 2018. 

1. Description of the Company

SalvaRx Group PLC (AIM:SALV) originally joined AIM on in March 2016 (via a reverse takeover of 3Legs Resources PLC) as a drug development company focused on cancer immunotherapy and complementary areas of oncology.  Following a group restructuring in March 2017, all the Company’s investments and business interests were held by its subsidiary SalvaRx Limited.

At the Annual General Meeting held on 8 January 2019, shareholders approved (i) the disposal of SalvaRx Limited to Portage Biotech Inc. (“Portage”) for a consideration of US$67.5 million satisfied by the issue of 757,943,784 new shares in Portage (the “Consideration Shares”) and (ii) the transfer of 660,593,556 of the Consideration Shares on a pro-rata basis to the Company’s shareholders on the register as at 5.00 p.m. on 8 January 2019 (the “Demerger”).

Further details of the Disposal and the Demerger are set out in the shareholder circular available here.

Following the Disposal and the Demerger, the Company ceased to own, control or conduct all, or substantially all, of its existing trading business activities or assets.  It was therefore classified as an AIM Rule 15 cash shell and as such is required to make an acquisition or acquisitions which constitutes a reverse takeover under AIM Rule 14 (or seek re-admission as an investing company (as defined under the AIM Rules)) on or before the date falling six months from completion of the Disposal and the Demerger (namely by 9 July 2019), failing which the Company's Ordinary Shares would then be suspended from trading on AIM pursuant to AIM Rule 40.  Admission to trading on AIM would be cancelled six months from the date of suspension should the reason for the suspension not have been rectified.

The Company’s shareholding in Portage (which amounted to 56,657,531 shares immediately following the Disposal and the Demerger) may increase by up to 40,692,697 shares to the extent that certain options remain unexercised by 5.00 p.m. on 8 January 2020. 

Further information on Portage can be found at https://www.portagebiotech.com/


2. SalvaRx Directors

  • Jim Mellon

    Non-Executive Chairman
    Jim Mellon is an investor with interests in several industries. After leaving Oxford University, where he studied PPE, he worked in Asia and the United States in two fund management companies, GT and Thornton, before establishing his own business in 1991. This now has two components: a listed fund management company, Charlemagne Capital Limited and an Asian investment group, Regent Pacific Group Limited. In addition, Jim is a controlling shareholder and a director of Manx Financial Group, an Isle of Man based bank and a controlling shareholder of Webis Holdings plc. He is also a co-founder of Uramin and Red Dragon Resources, both mining groups. Burnbrae, his private company, is a substantial landlord in Germany and in the Isle of Man, and it owns outright the hotel chain, Sleepwell Hotels Limited. Jim is the co-chairman of FastForward Innovations Limited and a director of Portage Biotech Inc.. His book ‘Cracking the Code’, which was published in 2012, focused on investment opportunities in the life sciences sector. Jim is an honorary fellow of Oriel College, Oxford University.
  • Greg Bailey, MD

    Non-Executive Director
    Greg Bailey, M.D., is chairman of Portage Biotech, Inc. a publicly traded drug development company and was previously managing partner of Palantir Group, Inc., a merchant bank specialising in biotech and intellectual property. He has over 15 years’ experience in investment banking and has founded several companies. Along with comprehensive experience in healthcare, finance and medicine, Greg brings to the Board an extensive involvement in corporate governance. He has served on multiple public company boards of directors, was a practicing physician for ten years and holds a M.D. degree from the University of Western Ontario.
  • Denham Eke

    CHIEF FINANCIAL OFFICER

    Denham Eke was appointed as Chief Financial Officer and as a Director of the Company on 8 January 2019. He is Managing Director of Burnbrae Group Limited, a private international asset management company.  He began his career in stockbroking with Sheppards & Chase before moving into corporate planning for Hogg Robinson Plc, a major multinational insurance broker.  He is a director of many years’ standing of both public and private companies involved in the financial services, property, mining, and manufacturing sectors.  He is chairman of Webis Holdings Plc, chief executive officer of Manx Financial Group Plc, finance director of Port Erin Biopharma Investments Limited and a non-executive director of Billing Services Group Limited - all quoted on the AIM market.  Mr Eke is also a non-executive director of Juvenescence Ltd., a leader in the development of therapies to slow, halt or potentially reverse aging. 


3. Country of Incorporation and Registered Office:

The Company is incorporated on the Isle of Man and has a registered office at Commerce House, 1 Bowring Road, Ramsey, Isle of Man IM8 2LQ.

4. Shareholder rights

As a company incorporated in the Isle of Man, the Company is subject to Isle of Man company law and shareholders’ rights may be different from the rights of shareholders in a UK incorporated company. A summary of certain aspects of Isle of Man company law is set out in paragraph 6 of Part VIII of the Company’s admission document.

5. Constitutional Documents


6. Other Listings

The Company does not maintain any other listings.

7. Share Capital

The number of shares in issue is 36,699,642 ordinary shares of 2.5p each.  The company does not hold any share in treasury.  The percentage of shares that is not in public hands is 73.06%.

Shareholders with >3%

NameNumber of SharesPercentage
Dr. Gregory Bailey 13,406,521 36.53%
Jim Mellon 13,406,521 36.53%
Yongxiong Zheng 2,318,676 6.31%

8. Share Restrictions

There are no restrictions on the transfer of securities.

9. Annual Accounts


11. Admission Document


12. Corporate Governance


13. Takeover Code

The Company is subject to the jurisdiction of the UK Takeover Panel and the application of the City Code.  A copy of the City Code is available at www.thetakeoverpanel.org.uk .

14. Details of the nominated adviser and other key advisers

Nominated Adviser and Broker

Northland Capital Partners Limited
2nd floor
40 Gracechurch St
London EC3V OBT

Auditor

RSM UK Audit LLP
2 Whitehall Quay
Leeds LS1 4MG

Reporting Accountants

RSM Corporate Finance LLP
25 Farringon Street
London EC4A 4AB

Legal Adviser (as to Isle of Man law)

Long & Humphrey
The Old Courthouse
Athol street
Douglas
Isle of Man IM1 1LD

Solicitors to the Company (as to English Law)

Hill Dickinson LLP
The Broadgate
Tower
20 Primrose st
London EC2A 2EW

Registrar

Link Asset Services
Clinch's House
Lord Street
Douglas
Isle of Man IM99 

Technical Expert

Pharma Ventures Limited
Triumph House
Parkway Court
Oxford Business Park
Oxford OX4 2JY