Goodbody Health Inc. (AQSE:GDBY) has announced its intention to de-list from the Canadian Securities Exchange and to re-domicile the Company from the Province of British Columbia to Guernsey, subject to shareholder approval. This re-domiciliation is intended to better align Goodbody’s corporate structure with its current and future business activities.
Goodbody has a substantial business presence in the United Kingdom and the European Union, including all of its operations, management and workforce. In addition, the fastest-growing segments of Goodbody, are currently in the United Kingdom.
Goodbody does not anticipate any impact for employees, day-to-day operations, or products and services as a result of the re-domiciliation, and Goodbody intends to retain its listing on the AQSE Growth Market in London and the OTCQB in North America, which will ensure that trading in the Company’s shares remains possible for both UK and North American investors.
Goodbody’s Board of Directors believes that the proposed plan to change its location of incorporation from the Province of British Columbia to Guernsey will provide the Company with many benefits, including:
· Positions the Company in proximity to a leading global financial centre and Europe’s transaction hub (London), a location where it has substantial existing business activities and significant opportunities for continued growth;
· Elevates the Company’s visibility among potential U.K. and other European institutional investors;
· Positions the Company to allow future earnings and cash flows to more efficiently fund its ongoing U.K. and European expansion;
· Reduces the costs and time spent procuring that the Company complies with the requirements associated with two material listings that have entirely different regulatory regimes which will allow management to focus on commercial activities; and
· Reduces currency risk.
Shareholders will have the opportunity to vote on the proposed plan at the annual general and special meeting expected to be held in August 2022. Subject to shareholder approval, the Company anticipates that the change of the place of incorporation will become effective later in the third quarter of 2022.
Shareholders’ will continue to hold the exact number of shares, as they currently hold in Goodbody Health common shares and their shareholdings will be unchanged following the re-domiciliation. As the Company will be subject to the laws of Guernsey following the re-domiciliation, new articles of association of the Company will be adopted detailing the rights attaching to the Company’s shares. With effect from the re-domiciliation, the Company’s common shares will be renamed as “ordinary shares”. The Company also intends to have its common shares voluntarily de-listed from trading on the CSE prior to or concurrently with the effective time of the re-domiciliation and the Company also intends that its ordinary shares will continue to be admitted to trading on the AQSE Growth Market in London.
The Company expects to publish a circular to propose the CSE de-listing of the Company and re-domiciliation to Guernsey by no later than 19th July 2022, being at least 21 days prior to the expected date of the Annual General Meeting. The circular will include, amongst other things, particulars of the main differences between the Company’s current constitution and the new articles to be adopted pursuant to the re-domiciliation.
Change of Corporate Adviser
Goodbody is pleased to announce that it has appointed Peterhouse Capital Limited as the Company’s Corporate Adviser with immediate effect.
Geremy Thomas, Executive Chairman, said: “With our clear strategic plan ahead of us we have to prioritise what is best for the shareholders. Following a lot of feedback, we have decided we need to simplify the business structure to enable us to focus our resources on growing what is becoming a very exciting business.”
You can find further information about the Company and its strategic direction in the Financial Statements and Management Discussion and Analysis under the Company’s profile on www.sedar.com.
