Notice of EGM

    RNS Number : 2333V
  EiRx Therapeutics PLC
  23 May 2008
   


EIRX THERAPEUTICS PLC
( "EiRx" or "the Company" )
 
Notice of Extraordinary General Meeting
 
 
Cork, Friday 23rd May 2008:
 
On 19 February, the Company stated that it intended to hold a general meeting at which shareholders would be asked to give the EiRx
directors authority to issue the warrants referred to in that announcement as well as new authorities to issue shares generally.
 
The Company is today convening a general meeting at 11:00 am on Tuesday 17th June 2008 at the offices of Shepherd and Wedderburn LLP, Condor
House, 10 St Paul's Churchyard, London EC4M 8AL. The text of the circular to shareholders is appended below.
 
 
For further information, please contact:
 EiRx Therapeutics plc                      [phone]
 Colin Telfer PhD, Chief Executive Officer                     
 Grant Thornton Corporate Finance           [phone]
 Philip Secrett / Colin Aaronson                               
 
 
 
About EiRx
EiRx Therapeutics (AIM: ERX) is a research-driven healthcare company developing cutting-edge targeted therapies for the treatment of cancer.
Headquartered in Cork, Ireland, the Company conducts drug discovery focused on tumours arising due to anomalies in apoptosis and cellular
growth regulatory pathways, with particular relation to breast and colorectal tumours, currently two of the four leading causes of death
from cancer world-wide.
 
EiRx is built on leading scientific expertise in the areas of apoptosis biology, cancer pathway biology, biomarker technologies and the
metabolic basis of drug resistance in tumours. It has established technical capabilities in target identification, validation and cell-based
screening, and is combining unique resources such as the ACCRI-BANK clinical tissue bank, the ALIBITM functional genomics platform and the
Engineered Pathway Dependence (*EnPADTM*) isogenic cellular screening technology to create a product development engine specialising in
discovery and development of small-molecule targeted cancer therapies and the discovery and validation of cancer biomarkers.


 

For further information please see our website at http://www.eirx.com
 
 

    
 
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.
 
If you are in any doubt about what action you should take, you are recommended to seek your own personal financial advice immediately from
your stockbroker, bank manager, accountant or other independent financial adviser authorised under the Financial Services and Markets Act
2000.
 
If you have sold or transferred all your ordinary shares in EiRx Therapeutics plc (the "Company"), please forward this document at once,
together with the accompanying Form of Proxy, to the purchaser or transferee, or the stockbroker, bank or other agent through whom the sale
or transfer was effected, for onward transmission to the purchaser or transferee.
 
 
 
________________________________________________________________________________ _
 
 
 
 
EIRX THERAPEUTICS PLC
 
(Incorporated and registered in England and Wales under the Companies Act 1985, registered no. 4927339)
 
 
 
 
Notice of Extraordinary General Meeting
 
 
________________________________________________________________________________ _
 
 
Action to be taken by Shareholders is set out on page 5 of this document.
 
You will find set out at the end of this document notice of a Extraordinary General Meeting of Shareholders to be held at 11:00 a.m. on
Tuesday 17th June 2008 at the offices of Shepherd and Wedderburn LLP, Condor House, 10 St Paul's Churchyard, London EC4M 8AL. To be valid
for use at the meeting, the Form of Proxy must be completed and returned so as to be received by the Company's Registrars, Capita Registrars
(Proxies), The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU as soon as possible and in any event so that it is received no later
than 11:00 a.m. on Sunday 15th June 2008.
    
 
DEFINTIONS
 
"Act"                                                               the Companies Act 1985, as amended
 
"AIM"                                                               AIM, a market operated by London Stock Exchange plc
 
"Company"                                                       EiRx Therapeutics plc
 
"Convertible Loan Stock"                                   the Convertible Loan Stock to be issued by the Company in favour of Billam AG, as
further described on page 3 of this document
 
"Directors" or "Board"                                        the directors of the Company whose names are set out on page 3 of this
document
 
"Extraordinary General Meeting" or "EGM"           the extraordinary general meeting of the Company to be held at 11:00 a.m. on Tuesday 17th
June 2008 at the offices of Shepherd and Wedderburn LLP, Condor House, 10 St Paul's Churchyard, London EC4M 8AL
 
"Notice"                                                           the notice of extraordinary general meeting which is set out at the end
of this document
 
"Ordinary Shares"                                             the existing ordinary shares of 0.001 pence each in the capital of the
Company
 
"Placing"                                                          the placing of 4,000,000,000 Ordinary Shares announced on 19 February
2008
 
"Shareholder"                                                   a holder of Ordinary Shares
 
"Warrants"                                                       the warrants to be held by certain Shareholders conferring upon them the
right to 1 Ordinary Share, at a price of 0.015 pence each, for every 3 Ordinary Shares subscribed by them pursuant to the Placing
 
________________________________________________________________________________ _
 
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
 
Last time and date for receipt                             11:00 a.m. on Sunday 15th June 2008
of Forms of Proxy in respect of
the EGM
 
General Meeting                                               11:00 a.m. on Tuesday 17th June 2008
 
Issue date of Warrants                                      Tuesday 24th June 2008
    
 
EIRX THERAPEUTICS PLC
 
(Incorporated and registered in England and Wales under the Companies Act 1985, registered no. 4927339)
 
 
Registered Office
50 Broadway
London
SW1H 0BL
 
23 May 2008
 
Directors
John Pool                                  (Non-executive Chairman)
Dr Colin Telfer                            (Chief Executive Officer)
Professor Thomas Cotter            (Chief Scientific Officer)
Nicholas Strong                         (Finance Director)
 
 
To Shareholders and, for information only, to the holders of options over Ordinary Shares
 
Dear Shareholder
 
On 19 February 2008 the Directors announced that the Company has put in place a funding package which they believe is sufficient to fund the
Company and to allow it to advance its drug development programme over a twelve month period.
 
The purpose of this document is to provide you with information on, and seek your approval of, the proposed grant of certain authorities to
the Directors and a proposed change to the articles of association of the Company which are required in connection with this funding
package. An extraordinary general meeting to consider and, if thought fit, approve the resolutions related to these matters is to be held at
11:00 a.m. on Tuesday 17th June 2008.
 
Background
 
The funding package announced on 19 February 2008 comprised the following:
 
·         a placing of 4,000,000,000 new Ordinary Shares of 0.015 pence each to raise gross proceeds of £600,000. Of this amount,
£170,125 was a debt for equity swap.
 
·         an issue to subscribers under the Placing of Warrants to subscribe for one new Ordinary Share for every three shares subscribed
pursuant to the Placing. The subscription price payable on exercise of each Warrant will be 0.015 pence per Ordinary Share and the Warrants
will be exercisable for a period of three years from the date of their issue. 
 
·         £300,000 of funding from September 2008 to be provided by Billam AG pursuant to Zero Coupon Non-Redeemable Convertible Loan
Stock. The Convertible Loan Stock will be convertible into new Ordinary Shares at 0.015 pence per Ordinary Share at any time until 1
February 2013. 
 
As part of the funding arrangements, Billam AG has agreed to act as a consultant to the Company to assist overall development and help build
shareholder value.
 
The Directors require certain authorities from Shareholders in order to be able to issue the Warrants and the Convertible Loan Stock. In
addition, the articles of association of the Company need to be altered in order to enable the Company to issue warrants.
 
The Company currently has a convertible loan outstanding with EiRx Pharma Limited. The principal amount of this loan by EiRx Pharma Limited
is currently £306,000 and interest accrued on the loan will be £30,600 as at 30 June 2008. The Company and EiRx Pharma intend, subject to
shareholder approval, that £236,600 of this loan will be converted into Ordinary Shares at 0.015 pence per Ordinary Share on or around 30
June 2008. The remaining balance of £100,000 will be the subject of a convertible loan which will be on the same terms as the existing loan
except that it will be convertible at the option of EiRx Pharma Limited into Ordinary Shares at 0.015 pence per Ordinary Share at any time
until 30 June 2009. If not previously converted or repaid, the loan will become repayable after 30 June 2009. By virtue of its size and
because EiRx Pharma Limited is a substantial shareholder of the Company, these arrangements fall to be treated as a related party
transaction under Rule 13 of the AIM Rules for Companies. The Directors, having consulted with the Company's nominated adviser, consider the terms of the transaction to be fair and reasonable
insofar as the Shareholders are concerned.
 
The purpose of the Extraordinary General Meeting is to obtain shareholder approval for the authorities required in connection with the
funding package and EiRx Pharma Limited convertible loan arrangements as described above. In addition the authorities to be sought will also
give the Directors the ability to allot relevant securities generally for cash, as further described below, in order to give the Directors
the authority to raise further equity capital.
 
General Meeting
 
Set out at the end of this document is a notice convening the Extraordinary General Meeting to be held at 11:00 a.m. on Tuesday 17th June
2008 at the offices of Shepherd and Wedderburn LLP, Condor House, 10 St Paul's Churchyard, London EC4M 8AL at which the following
resolutions will be proposed:
 
Ordinary resolution
 
1.                   To authorise the Directors to allot relevant securities up to a maximum nominal amount of £100,000. This authority
will last for five years (unless renewed or revoked in the meantime) but it is the intention of the Directors to renew this authority at
each Annual General Meeting of the Company.   
 
The existing authority of the Directors to allot relevant securities granted at the general meeting held on 5 December 2007 was used up in
its entirety in the issue of Ordinary Shares pursuant to the Placing.
 
A portion of the new authority being sought is to enable the Company:
 
·         to issue the Warrants, which confer rights to subscribe for an aggregate maximum of 1,333,333,333 Ordinary Shares; 
 
·         to issue the Convertible Loan Stock, which confers a right to subscribe for an aggregate maximum of 2,000,000,000 Ordinary
Shares;
 
·         to issue 1,573,333,333 Ordinary Shares to EiRx Pharma Limited against cancellation of £236,600 of debt owed to EiRx Pharma
Limited; and
 
·         to create a conversion right in respect of the outstanding loan from EiRx Pharma Limited which, as at 1 July 2008, will be in the
principal amount of £100,000 and would confer a right to subscribe for an aggregate maximum of 666,666,666 Ordinary Shares.  
 
The balance of this authority, being approximately £44,267, is considered by the Directors to be appropriate to give the Company adequate
flexibility to raise further equity capital in order to fund operations and product development. This authority is in substitution for all
subsisting authorities, to the extent unused.
 
Special resolutions
 
2.                   To amend the articles of association to grant power to the Company to be able to issue warrants. This is required in
order to enable the Company to be able to issue the Warrants.
 
3.                   To grant power to the Directors to allot securities for cash on a non-pre-emptive basis up to a maximum nominal amount
equal to £100,000. This authority will last for five years (unless renewed or revoked in the meantime) but it is the intention of the
Directors to renew this authority at each Annual General Meeting of the Company. 
 
The existing authority of the Directors to allot securities for cash on a non-pre-emptive basis granted at the general meeting held on 5
December 2007 was used up in its entirety in the issue of Ordinary Shares pursuant to the Placing.
 
A portion of the new authority being sought is to enable the Company:
 
·         to issue the Warrants, which confer rights to subscribe for an aggregate maximum of 1,333,333,333 Ordinary Shares; 
 
·         to issue the Convertible Loan Stock, which confers a right to subscribe for an aggregate maximum of 2,000,000,000 Ordinary
Shares;
 
·         to issue 1,573,333,333 Ordinary Shares to EiRx Pharma Limited against cancellation of £236,600 of debt owed to EiRx Pharma
Limited; and
 
·         to create a conversion right in respect of the outstanding loan from EiRx Pharma Limited which, as at 1 July 2008, will be in the
principal amount of £100,000 and would confer a right to subscribe for an aggregate maximum of 666,666,666 Ordinary Shares.  
 
The balance of this authority, being approximately £44,267, is considered by the Directors to be appropriate to give the Company adequate
flexibility to raise further equity capital in order to fund operations and product development. This authority is in substitution for all
subsisting authorities, to the extent unused.
 
Action to be taken
 
You will find enclosed with this document a Form of Proxy for use at the EGM.
 
Whether or not you intend to be present at the meeting, you are requested to complete the Form of Proxy in accordance with the instructions
therein and return it to the Company's Registrars, Capita Registrars (Proxies), The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU as
soon as possible and in any event so that it is received no later than 11:00 a.m. on Sunday 15th June 2008.
 
Recommendation
 
The Directors consider all of the proposals to be considered at the EGM to be in the best interests of the Company and its Shareholders as a
whole. Accordingly the Directors unanimously recommend you to vote in favour of the resolutions at the EGM as your Directors intend to do in
respect of their own beneficial holdings amounting to, in aggregate, 6,600,000 existing Ordinary Shares, representing 0.1 per cent. of the
issued share capital of the Company.
 
Yours faithfully
 
 
John Pool
Chairman
    
 
 
EIRX THERAPEUTICS PLC
 
(Incorporated and registered in England and Wales under the Companies Act 1985, registered no. 4927339)
 
 
NOTICE OF EXTRAORDINARY GENERAL MEETING
 
NOTICE IS HEREBY GIVEN that an extraordinary general meeting of EiRx Therapeutics plc (the "Company") will be held at 11:00 a.m. on Tuesday
17th June 2008 at the offices of Shepherd and Wedderburn LLP, Condor House, 10 St Paul's Churchyard, London EC4M 8AL to consider and, if
thought fit, pass the following resolutions of which resolution 1 will be proposed as an ordinary resolution and resolutions 2 and 3 will be
proposed as special resolutions:
 
Ordinary Resolution
 
1.                   THAT, in substitution for any existing authority under section 80 of the Companies Act 1985 (as amended) (the "Act")
but without prejudice to the exercise of any such authority prior to the time at which this resolution takes effect, the directors be
generally and unconditionally authorised pursuant to and in accordance with section 80 of the Act to allot relevant securities (within the
meaning of section 80(2) of the Act) up to an aggregate nominal amount equal to £100,000, such authority to expire (unless previously
renewed, varied or revoked by the Company in general meeting) on 16th June 2013, save that the Company may, before this authority expires or
is replaced or revoked, make an offer or enter into an agreement which would or might require relevant securities to be allotted after such
expiry or replacement or revocation and the directors may allot relevant securities in pursuance of such an offer or agreement as if the
authority conferred hereby had not expired or, as the case may be, been replaced or revoked.
 
Special Resolutions
 
2.                   THAT the articles of association be amended by the insertion of an article 6A as follows:
 
"6A Warrants
 
The Company may, subject to the provisions of the Acts and of these Articles, issue warrants to subscribe for shares in the Company. Such
warrants shall be issued upon such terms and subject to such conditions as may be resolved upon by the directors including, without
prejudice to the foregoing generality, terms and conditions which provide that, on a winding up of the Company, a holder of warrants may be
entitled to receive out of the assets of the Company available in the liquidation pari passu with the holders of shares of the same class as
the shares in respect of which the subscription rights conferred by the warrants can be exercised such a sum as he would have received had
he exercised the subscription rights conferred by his warrants prior to the winding up but after deduction of the price (if any) payable on
exercise of such subscription rights."
 
3.                   THAT, conditional upon resolution 1 being passed, and in substitution for any existing power under section 95 of the
Companies Act 1985 (as amended) (the "Act"), but without prejudice to the exercise of any such power prior to the time at which this
resolution takes effect, the directors be empowered, pursuant to section 95(1) of the Act, to allot equity securities (within the meaning of
section 94(2) of the Act) for cash pursuant to the articles of association of the Company as if section 89(1) of the Act did not apply to
any such allotment, such power to expire on 16th June 2013, save that the Company may, before this power expires or is replaced or is
revoked, make an offer or enter into an agreement which would or might require relevant securities to be allotted after such expiry or
replacement or revocation and the directors may allot relevant securities in pursuance of such an offer or agreement as if the authority
conferred hereby had not expired or, as the case may be, been replaced or revoked; provided always that such power shall be limited to:
 
(i)                   the allotment of equity securities for cash in connection with or pursuant to a rights issue, open offer or any other
offer in favour of the holders of equity securities (excluding any holder of treasury shares) where the equity securities respectively
attributable to the interest of all the holders of equity securities are proportionate (as nearly as may be practicable) to the respective
numbers of such securities held by them on a fixed record date, but subject to such exclusions or other arrangements as the directors may
consider necessary, expedient, desirable or appropriate to deal with any fractional entitlements or legal or practical difficulties which
may arise under the laws of any overseas territory or the requirements of any regulatory body or stock exchange or otherwise; and
 
(ii)                 the allotment of equity securities, other than pursuant to sub-paragraph (i) above, up to an aggregate nominal amount
equal to £100,000.
    
 
 
By order of the Board
Nicholas Strong
Company Secretary
23 May 2008
 
 
 
Registered office:
50 Broadway
London
SW1H 0BL
 
 
Notes:
 
1.                   A member of the Company entitled to attend and vote is entitled to appoint one or more proxies to attend, speak and
vote at the meeting instead of him/her. A member may appoint more than one proxy provided that each proxy is appointed to exercise rights
attached to different shares. A member may not appoint more than one proxy to exercise rights attached to any one share. A proxy need not be
a member of the Company. A form of proxy is enclosed with this notice of extraordinary general meeting.
 
2.                   To be valid a duly executed form of proxy (together with any authority, if any, under which it is executed, or a
certified copy of such power or authority) must be sent or delivered to the Company's registrars, Capita Registrars (Proxies), The Registry,
34 Beckenham Road, Beckenham, Kent, BR3 4TU, so as to be received by no later than 11:00 a.m. on Sunday 15th June 2008 or, if the meeting is
adjourned, not less than 48 hours before the time appointed for the adjourned meeting.
 
3.                   Completion, signature and submission of a form of proxy will not preclude a member of the Company entitled to attend
and vote from attending and voting, in substitution for his/her proxy, should he/she so wish.
 
4.                   Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, the Company specifies that only those
shareholders of the Company on the register of members at 6.00p.m. on Sunday 15th June 2008 or, if the meeting is adjourned, shareholders
entered on the register of members not later than 48 hours before the time fixed for the adjourned meeting, shall be entitled to attend or
vote at the extraordinary general meeting.
 
 

This information is provided by RNS
The company news service from the London Stock Exchange
 
  END 
 
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