The Company will identify investment opportunities in the Cannabis sector predominantly in Europe. The investment strategy will focus on markets that are recognised as having well-developed and reputable laws and regulations relating to the research and production of Cannabis and related products. The Directors believe that there are numerous investment opportunities within the wellness industry as well as a fast-growing production, distribution and other associated businesses that will be of interest to the Company. The Directors will consider investments in the Medicinal Cannabis, pharmaceutical Cannabis and CBD wellness sectors, however, they will not invest in the recreational cannabis sector, or in entities or activities supported by the recreational sector, or any other related activities which would be deemed illegal under UK legislation.
The Company may invest in both private and public companies and may make investments in early-stage businesses and/or more mature companies. The Company may be either a passive or an active investor and will not necessarily require control. Both debt or equity instruments may be acquired, either quoted or unquoted, and may be made by direct acquisition in a company, through partnerships or joint ventures, or by way of licensing arrangements. The Company will raise additional funds for these purposes from time to time and may use both debt and/or equity.
The Board will continue to monitor the deregulation of Cannabis globally to ensure that it is best placed to take advantage of opportunities as deregulation occurs.
It is anticipated that returns to Shareholders will be delivered through an appreciation in the price of the Ordinary Shares rather than distribution of dividends. The Company does not intend to make additional regular and periodic disclosures or calculations of net asset value outside of the requirements for a NEX Exchange Growth Market traded company.
The Board believes that its significant experience and knowledge of the capital markets to enable them to successfully identify, evaluate and execute investment opportunities as well facilitating growth in its investee companies. The Board may use third party advisers as required and may, in due course, constitute a Technical Advisory Board to further assist it with making informed investment decisions.
Funds initially available to the Company will be used to meet general working capital requirements, undertake due diligence on potential target acquisitions and to make investments in accordance with the investment guidelines described above.
The Directors have to date reviewed a number of potential investment opportunities that fall within the investment strategy. Whilst no binding agreements have been put in place nor has due diligence been commenced, the Directors intend to pursue discussions with some of these opportunities following Admission, including a European consumer facing business where discussions have progressed to the position that the Directors are hopeful that an investment could be made shortly after Admission, subject to appropriate due diligence. There is no guarantee that these discussions will result in an investment by the Company and any such investment would require substantial further capital to be raised in advance of completion.
The Board intends to review the investment strategy from time to time to respond to the rapidly changing legal and regulatory environments in this area.
In compliance with Rule 49 of the NEX Exchange Rules, if the Company (as an Investment Vehicle) has not substantially implemented its investing policy after the period of one year following Admission, it will seek Shareholder approval in respect of the subsequent year for the further pursuit of its investment strategy.
Pursuant to Rule 50 of the NEX Exchange Rules, the Company (as an Investment Vehicle), is required to substantially implement its investment strategy within a period of two years following Admission. In the event that the Company has not undertaken a transaction constituting a Reverse Takeover under Rule 55 of the NEX Exchange Rules, or if it has otherwise failed to substantially implement its investment strategy within such two year period, NEX Exchange will suspend trading of the Company’s Issued Share Capital in accordance with Rule 75 of the NEX Exchange Rules.
There are over 100 active compounds contained in Cannabis plants, with cannabinoids and terpenes being the two largest groups. Two cannabinoids are the most significant of these compounds:
It is the terpenes in Cannabis which are responsible for its strong smell.
In the United Kingdom THC and other cannabinoids are deemed controlled substances under the MDA 1971, while CBD is not deemed to be a controlled substance.
The Cannabis market has four distinct categories:
In addition to the Cannabis market, there is also a substantial Hemp industry which has four main product groups; fibres, shivs, pharmaceuticals and seeds.