Unaudited Interim Results to 30 June 2025
RNS Announcements
Response to OptiBiotix Health plc announcement
06 September 2024
ProBiotix Health plc (AQSE: PBX), the life sciences business developing probiotics to
support cardiometabolic health, notes with disappointment the announcement made by
OptioBiotix Health plc (“OptiBiotix”) on 5 September 2024.
As has been previously announced, the ProBiotix Annual General Meeting (“AGM”) was
held at the offices of our Aquis Corporate Adviser, Peterhouse Capital Limited
(3rd Floor, 80 Cheapside, London, EC2V 6EE), at 1.30pm on 8 August 2024.
On the day, among others, those in attendance at the AGM included Neil Davidson
(Chairman of OptiBiotix) and Stephen O'Hara (CEO of OptiBiotix and a Non-Executive
Director of ProBiotix). All those shareholders in attendance voted in favour of all
resolutions, with OptiBiotix previously voting all its shares in favour by proxy and
not withdrawing its vote at the AGM itself.
The claim raised by OptiBiotix in their recent announcement is that a
typographical error in the Notice of AGM invalidated the Directors' authority to
allot shares in the Company for cash otherwise than on a pre-emptive basis.
The formal notice of the AGM was set out in the Company's annual report and accounts
and this notice contained the error referred to by OptiBiotix. This formal
notice was sent, or made available, to shareholders of the Company and presented at
the AGM. The Company apologises for this error.
As the error was merely typographical and obviously an error, under case law and the
Company's articles of association, it was capable of remedy by the Chairman at the
AGM. This inadvertent error was indeed corrected by the Chairman
at the AGM, in the presence of Neil Davidson and Stephen O'Hara. As referred
to above, OptiBiotix had previously voted in favour of all the resolutions at the
AGM and made no attempt to amend or withdraw its vote after the error was pointed
out to the meeting and corrected.
Consequently, the Board of ProBiotix has been advised that Optibiotix's erroneous
assertions have no merit, and that all the Resolutions were duly passed at the
AGM.
As highlighted at the time of the Company's interim results announcement on 30 August
2024, there is demonstrable progress being made by ProBiotix, as commercial traction
for our product range increases. The Company has continuously examined the funding
options available to it, but, in the absence of commitments from existing
shareholders, it was decided that the share subscription by Holdingselskabet af 29.
Juni 2010 Aps, the family office of Denmark based investor Frederik Bruhn-Petersen,
represented the most efficient route to secure immediate funds from a new,
supportive shareholder.
These funds provide the Company with the working capital it needs to fulfil its
strategy.
The Company will therefore be proceeding with the allotment of the
36,500,000 fundraising shares (and their admission to trading on the Aquis Growth
Market on 10 September 2024) as detailed in the Company's announcement of 4
September 2024.
Adam Reynolds, Non-Executive Chairman of ProBiotix, commented: "We
are disappointed at the manner in which OptiBiotix are wishing to conduct a
public argument, but remain resolute in our opinion that we have observed the
correct protocol in terms of the recent AGM and fundraising.
The new funds will allow the Company to accelerate its progress, and we look
forward to demonstrating continued commercial success for all our
stakeholders.”
For further information, please contact:
Peterhouse Capital Limited (Aquis Corporate Adviser) | Tel: 020 7220 9793 |
Mark Anwyl |
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