Full Press Release Details
NOTICE OF GENERAL MEETING
BIODEXA PHARMACEUTICALS PLC
(Incorporated and registered in England and Wales with registered
Notice is hereby given that a general meeting ("GM")
of the members of Biodexa Pharmaceuticals PLC (the "Company") will be held at 1 Caspian Point, Caspian Way, Cardiff,
Wales, CF10 4DQ on 11 June 2025 at 1:00 p.m. to consider and, if thought fit, pass the following resolutions. Resolutions 1 and 2 will
be proposed as ordinary resolutions and Resolutions 3 and 4 will be presented as special resolutions (collectively, the "Resolutions"
and each a "Resolution").
ORDINARY RESOLUTIONS
By order of the Board
EXPLANATORY NOTES TO THE RESOLUTIONS
Resolutions 1 and 2 are ordinary resolutions which require a
simple majority of more than 50% of votes to be cast in favour to be passed. Resolutions 3 and 4 are special resolutions which require
a 75% majority of the votes to be cast in favour to be passed.
Ordinary Resolutions
Resolution 1 - Subdivision and Redesignation of Existing Ordinary Shares
It is proposed that each of the 28,906,308,922 existing ordinary
shares of 0.00005 each in the capital of the Company (the "Existing Ordinary Shares") will be subdivided and
redesignated into one ordinary share of 0.000001 each ("New Ordinary Shares") and 49 D deferred shares of 0.000001
each (the "D Deferred Shares") (the "Share Capital Reorganisation").
The Company is proposing the Share Capital Reorganisation in
order to ensure that the aggregate nominal value of the Existing Ordinary Shares that represent the Company's American Depositary
Shares listed on the NASDAQ Capital Market ("ADSs"), which currently represent 10,000 Existing Ordinary Shares, will
be sufficiently below the trading price of the ADSs. It is only the nominal value of the New Ordinary Shares which will change to 0.000001
each, compared to the current nominal value of the Existing Ordinary Shares of 0.00005 each.
The entitlements to Existing Ordinary Shares of holders of securities
or instruments convertible into ordinary shares (such as options or warrants) will not change as a result of the Share Capital Reorganisation.
As is standard, it is proposed that each D Deferred Share will
have very limited rights and will effectively be valueless. The Company will not issue any share certificates in respect of D Deferred
Shares. The D Deferred Shares shall have the rights and restrictions as set out in the New Articles (as defined below) and shall not entitle
the holder thereof to receive notice of or attend and vote at any general meeting of the Company or to receive a dividend or other distribution.
A D Deferred Share shall entitle the holder thereof to participate in any return of capital on a winding up of the Company but only after
the liabilities of the Company have been paid and after the holders of New Ordinary Shares have received the sum of 100 for each
New Ordinary Share held by them and the holder of a D Deferred Share shall have no other right to participate in the assets or profits
of the Company. A D Deferred Share is liable to be cancelled without payment of any consideration to the holder of the D Deferred Share.
This resolution will be proposed as an ordinary resolution and
is conditional on the passing of Resolution 4. Assuming no further Existing Ordinary Shares are issued before the GM and that the Resolutions
are passed, the Company will have 28,906,308,922 New Ordinary Shares, 1,000,001 A Deferred Shares, 4,063,321,418 B Deferred Shares, 126,547,389,518
C Deferred Shares and 1,416,409,137,178 D Deferred Shares.
The ISIN in respect of the Existing Ordinary Shares will remain
unchanged in respect of the New Ordinary Shares.
If you hold your Existing Ordinary Shares in uncertificated
form, you should expect to have your CREST account updated to reflect holdings of the New Ordinary Shares instead of the Existing Ordinary
Shares to which you are entitled on the implementation of the Share Capital Reorganisation on 12 June 2025 or as soon as practicable after
the Share Capital Reorganisation becomes effective. The Record Date for the Share Capital Reorganisation will be 6:00 p.m. on 11 June
Following the Share Capital Reorganisation, existing share certificates
will continue to be valid.
Resolution 2 - General authority to allot new shares
This resolution will be proposed to enable the Directors to
obtain additional shareholder authority to allot ordinary shares in the capital of the Company without the prior consent of shareholders
for a period expiring at the conclusion of the Annual General Meeting of the Company to be held in 2028.
The Company's current intention is to add to, and diversify,
its development pipeline with a continued focus on rare and orphan products and/or oncology. With limited cash resources, it is likely
any acquisitions of additional development products will be for share consideration and will require attendant financings in order to
progress them through proof-of-concept. Accordingly, the Board is seeking sufficient authorities to provide the flexibility to make such
acquisitions and financings.
This resolution will allow the Directors to allot ordinary shares
up to an aggregate maximum nominal amount of 476,954.10.
Resolution 3 - General disapplication of pre-emption rights
Under Section 561 of the Companies Act 2006, if the Directors
wish to allot any equity securities for cash (other than in connection with any employee share scheme) they must offer them to existing
shareholders in the first instance in proportion to their holdings (known as "pre-emption rights").
This resolution will give the Directors the authority to allot
equity securities for cash without first being required to offer such shares to existing shareholders for a period expiring at the conclusion
of the Annual General Meeting to be held in 2028. If approved, the resolution will empower the Directors to issue shares on a non-pre-emptive
basis pursuant to the authority conferred by Resolution 2 for cash up to an aggregate maximum nominal amount of 476,954.10.
This resolution will be proposed as a special resolution and
is conditional on the passing of Resolution 2.
Resolution 4 - Adoption of New Articles of Association
In connection with the Share Capital Reorganisation, the Company
proposes to adopt new articles of association (the "New Articles") in substitution for and to the exclusion of the
Company's existing articles of association (the "Existing Articles") in order to make consequential amendments
to the Existing Articles to include provisions in respect of the D Deferred Shares'.
The Existing Articles and the New Articles (and a comparison
of the two showing the proposed amendments) are available for inspection on the Company's website at www.biodexapharma.com and at
the Company's registered office at 1 Caspian Point, Caspian Way, Cardiff, Wales, CF10 4DQ during normal business hours until the
time of the GM. The members will also have the opportunity to inspect the Existing Articles and the New Articles (and a comparison of
the two showing the proposed amendments) at the GM.
This resolution will be proposed as a special resolution and
is conditional on the passing of Resolution 1.