Aligns With Company’s Substantial U.K. Presence and Supports Its Growth Strategy
Redomicile to Guernsey
VANCOUVER, BC / ACCESSWIRE / June 10, 2022 / Goodbody Health Inc. (CSE:GDBY) (OTCQB:GDBYF) (“Goodbody” or the “Company“), today announced its intention to de-list from the Canadian Securities Exchange (“CSE”) 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 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.
About Goodbody (CSE: GDBY)
Goodbody is a UK based aggregator of Health and Wellness products and services operating through a network of over 200 clinics in the UK undertaking diagnostic testing, mainly pharmacy based. It also has a GMP and ISO22000 accredited CBD extraction and manufacturing facility in Poland and an ISO27001 accredited laboratory in the UK. It grew the business income 9-fold from 2020 to 2021.
Cautionary Statement Regarding Forward-Looking Statements
This press release contains certain forward-looking statements. These statements are identified by the use of the words “project,” “believe,” “estimate,” “expect,” “anticipate,” “intend,” “contemplate,” “foresee,” “would,” “could,” “plan,” and similar expressions that are intended to identify forward-looking statements, which are generally not historical in nature. These forward-looking statements are based on management’s current expectations and beliefs concerning future developments and their potential effect on Goodbody. While management believes that these forward-looking statements are reasonable as and when made, there can be no assurance that future developments affecting Goodbody will be those that are anticipated. All comments concerning the Company’s expectations for future revenues and operating results are based on the Company’s estimates for its existing operations and do not include the potential impact of any future acquisitions. Goodbody’s forward-looking statements involve significant risks and uncertainties (some of which are beyond Goodbody’s control) and assumptions that could cause actual results to differ materially from Goodbody’s historical experience and present expectations or projections. Known material factors that could cause actual results to differ materially from those in the forward-looking statements include: the re-domicile may not be approved by shareholders; the Board of Directors may choose to postpone or abandon the re-domicile at any time, including after shareholder approval; changes in Canadian or U.K. laws, including tax laws, that could effectively preclude Goodbody from completing the re-domicile or reduce or eliminate the benefits expected to be achieved from the re-domicile; an inability to realize expected benefits from the re-domicile or the occurrence of difficulties in connection with the re-domicile; and costs related to the re-domicile, which could be greater than expected. You are cautioned not to place undue reliance on forward-looking statements contained in this press release, which speak only as of the date of this press release. Forward-looking statements also are affected by the risk factors described in Goodbody’s filings with the British Columbia Securities Commission. Goodbody undertakes no obligation to publicly update or revise any forward-looking statements after the date they are made, whether as a result of new information, future events or otherwise.
Neither the Canadian Securities Exchange nor its Market Regulator (as defined in the policies of the Canadian Securities Exchange) accept responsibility for the adequacy or accuracy of this release.
SOURCE: Goodbody Health Inc.
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