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Description of business:
The Company will be classified as an investing company on AIM. The Directors intend to pursue suitable corporate acquisitions offering the potential to deliver a favourable return to Shareholders over the medium term, primarily in the form of capital gain. The Company’s Investing Policy is to invest in businesses that typically have attributed to them some or all of the following characteristics: • Healthcare sector: • Revenue generating or near revenue generating; • Embedded or protected IP; • UK based; • Capable of significant growth potential; and • A credible management team. The Directors have identified a revenue generating UK-based private Company in the healthcare sector (the “Target”) being a company which fits this investment strategy and expect to be in a position to enter into a binding agreement to acquire the Target shortly after the Company is due to be admitted to AIM. The proposed acquisition constitutes a reverse takeover pursuant to AIM Rule 14. In the event that the Company and the Target are unable to agree definitive terms then the Directors will identify and pursue other suitable acquisition opportunities which meet the criteria set out in the Company’s investing policy. The Company’s Existing Ordinary Shares are currently suspended and will not be restored until such time as the Company publishes the AIM Admission Document (or equivalent) in connection with the proposed acquisition of the Target or discussions with the Target are terminated. Should the Company not be so restored within six months of Admission, then the Company’s AIM securities will be cancelled from trading on AIM in the normal course pursuant to AIM Rule 41. The Directors identified the Target as being a company which fits its investment strategy and expects to be in a position to enter into a binding agreement to acquire the target shortly after Admission. Under the AIM Rules the Company will still require Shareholder approval for the proposed acquisition of the Target and the requisite documentation is expected to be sent to Shareholders in due course. In the event that the Company and the Target are unable to agree definitive terms then the Directors will identify and pursue other suitable acquisition opportunities although there can be no assurance that the Company will be successful in identifying or, where identified, executing successful acquisition opportunities. Within 12 months from the date of Admission to AIM, under the provisions of AIM Rule 9 the Company will be required to undertake one of the following, either: (i) to complete an acquisition which constitutes a reverse takeover under AIM Rule 14; or (ii) to implement the Investing Policy to the satisfaction of the London Stock Exchange; or (iii) to complete an equity fundraise of no less than £3 million so as to fully satisfy the requirements of AIM Rule 8. Should the Company not satisfy at least one of the required actions in (i), (ii) or (iii) above within 12 months of Admission, the Exchange may suspend trading in the Company’s AIM securities pursuant to AIM Rule 40 for the Company’s failure to comply with the special condition imposed by AIM Rule 9. Should the Company’s AIM securities not be restored to trading within six months of such suspension, the Company’s AIM securities will cancelled from trading on AIM in the normal course pursuant to AIM Rule 41. In respect of such suspension, a restoration event will be the satisfaction of at least one of either (i), (ii) or (iii) above. For further details, please see the Appendix to this announcement. The Appendix is available at www.phytopharm.com

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Phytopharm plc

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