Bion PLC Result of Meeting and Completion of Disposal (6359I)

TIDMBION

RNS Number : 6359I

Bion PLC

19 April 2022

19 April 2022

BiON plc

("BiON" or the "Company" or, together with BiON Ventures Sdn Bhd, the "Group")

Result of General Meeting, Completion of Disposal and Directorate Change

Update on suspension of trading and completion of Placing

BiON (AIM: BION) announces that at its general meeting of shareholders held earlier today, all resolutions were duly passed. This included the resolution to approve the sale of BiON Ventures Sdn Bhd, the Group's main operational subsidiary, to Minnos Ventures Inc (the "Disposal"), following the passing of which, the Company has completed the Disposal.

Accordingly, the Company has become 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 (on or before the date falling six months from completion of the Disposal or be re-admitted to trading on AIM as an investing company under the AIM Rules (which requires the raising of at least GBP6 million), 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 Company fail to complete an acquisition or acquisitions which constitutes a reverse takeover under AIM Rule 14 during that period.

Following the completion of the Disposal, Dato' Dr. Is. Ts. Mohd Abdul Karim Bin Abdullah has resigned from his position as Non-executive Chairman of the Company and Mr. Aditya Chathli, a Non-executive Director of the Company, has assumed the role of Interim Chairman. Datuk Syed Nazim bin Syed Faisal, previously an Executive Director and CEO of the Company, has become a Non-executive Director. In addition, as noted in the Circular, Malcolm Groat will be joining the Board in due course.

Further details of the Disposal are set out in the Circular to shareholders dated 31 March 2022. Unless the context otherwise requires, capitalised terms in this announcement shall have the same meaning ascribed to them in the Circular.

Following the passing of the Resolutions, the Company expects to publish its audited accounts for the year ended 31 December 2020 and the unaudited interim results for the period ended 30 June 2021 later today, and for its suspension of trading on AIM to be lifted with effect from 7.30am on 20 April 2022.

Furthermore, as announced on 31 March 2022, the Company's Broker, Optiva Securities Limited, on behalf of the Company has, conditional on the passing of the Resolutions (which occurred) and Re-trading, raised GBP1 million before expenses through the Placing of 333,333,333 Placing Shares at the Placing Price of 0.3 pence per Placing Share. Concurrent with the resumption of trading in the Company's Ordinary Shares, the Placing will complete and thus the Placing Shares will be admitted to trading on AIM at 8.00am on 20 April 2022.

Details of the proxy voting results, which should be read alongside the Circular, are below:

 
 Resolution          Votes for*             Votes against         Votes     Total proxy 
                                                                 withheld      votes 
                No. of      % of votes   No. of    % of votes    No. of 
                 votes        cast**      votes      cast**       votes 
             ------------  -----------  --------  -----------  ----------  ------------ 
     1        287,467,799     99.95      136,551      0.05          0       287,604,350 
             ------------  -----------  --------  -----------  ----------  ------------ 
     2        287,467,799     99.95      136,551      0.05          0       287,604,350 
             ------------  -----------  --------  -----------  ----------  ------------ 
     3        287,465,097     99.95      136,551      0.05        2,702     287,604,350 
             ------------  -----------  --------  -----------  ----------  ------------ 
     4        287,465,097     99.95      136,551      0.05        2,702     287,604,350 
             ------------  -----------  --------  -----------  ----------  ------------ 
     5        287,467,799     99.95      136,551      0.05          0       287,604,350 
             ------------  -----------  --------  -----------  ----------  ------------ 
     6        287,467,799     99.95      136,551      0.05          0       287,604,350 
             ------------  -----------  --------  -----------  ----------  ------------ 
 

* Includes discretionary votes

** Excludes withheld votes

This announcement contains inside information for the purposes of Article 7 of Regulation 2014/596/EU which is part of domestic UK law pursuant to the Market Abuse (Amendment) (EU Exit) regulations (SI 2019/310). On the publication of this announcement, the inside information is considered to be in the public domain.

Enquiries:

 
 BiON plc 
                                                      [phone] 
 c/o Luther Pendragon                                        9100 
 
 Beaumont Cornish Limited (Nominated Adviser) 
                                                      [phone] 
 Roland Cornish, Felicity Geidt                              3396 
 
 Optiva Securities Limited (Joint Broker) 
                                                      [phone] 
 Vishal Balasingham                                          1903 
 
 VSA Capital Limited (Joint Broker) 
                                                      [phone] 
 Andrew Raca, Maciek Szymanski (Corporate Finance)           5000 
 Andrew Monk (Corporate Broking) 
 
 Luther Pendragon (Financial PR Adviser) 
                                                      [phone] 
 Claire Norbury                                              9100 
 

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April 19, 2022 09:43 ET (13:43 GMT)