RNS Announcements

2023

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 (3^rd 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:

2022

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 (3^rd 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: