(“Goodbody Health”, or the “Company”)
AGM and Proposed Delisting
Goodbody Health (AQSE: GDBY) is pleased to announce that it will have its Annual General Meeting (AGM) on 12th May 2023 at 17.00 BST, The Blue Building, Stubbs Lane, Beckington, Frome, Somerset, BA11 6TE, UK. As well as the usual agenda, there will be a resolution to propose the cancellation of the admission of the Company’s shares to trading on the AQSE Growth Market.
There are considerable costs associated with any public listing and the Directors believe that the Company and its share price has received no benefit from being listed on public exchanges over the last three years. As announced on 10 June 2022, the Directors had already made the decision last year to delist from the Canadian Securities Exchange (CSE) to reduce costs, reduce time spent on regulatory matters and the multi jurisdiction distraction from focussing on growth.
However, the Directors believe that the ongoing regulatory burden, requirement on management time and considerable costs associated with maintaining admission of the Ordinary Shares to trading on the AQSE Growth Market (including professional, legal, accounting, and corporate adviser costs and fees of the AQSE Growth Market) are still disproportionate to the value derived from the Company’s Ordinary Shares trading on the AQSE Growth Market. The OTC QB listing will also not be retained.
The Company’s market cap is significantly less than the current unaudited net asset balance sheet value and this low valuation has raised constant concerns with both the board and investors as the valuation is not only far below the balance sheet value, but in the view of the Directors, also far below the future potential value of the Company. The Ordinary Shares are no longer traded in meaningful volumes and fundraising has generally become more difficult in the public markets, exacerbated by limited liquidity. The listing has become a distraction from building the business which currently has a lot of strong opportunities.
The board, after meaningful consideration, therefore, believes it to be beneficial to shareholders to cancel its public listing in the short term for all of the above reasons.
The Directors are aware that the proposed Cancellation, should the Authorising Resolution be approved by the requisite majority of the Shareholders at the AGM, would make it more difficult for Shareholders to buy and sell Ordinary Shares should they wish to do so.
Therefore, the Company will appoint JP Jenkins (which is an appointed representative of Prosper Capital LLP, which is authorised and regulated by the Financial Conduct Authority) to operate a Matched Bargain Facility. The purpose of a Matched Bargain Facility would be to enable Shareholders to trade their Ordinary Shares by matching buyers and sellers. Shareholders will continue to be able to hold their Ordinary Shares in CREST and should check with their existing stockbroker that they are able to trade unquoted shares. Several stockbroker firms are able to do so.
A circular, including the AGM notice, will be posted to shareholders containing further information in relation to the proposed cancellation, and will be made available to Shareholders on the Company’s website at https://goodbodyhealth.com/, together with full details in relation to the Matched Bargain Facility.
George Thomas, Chief Executive Officer, said: “Being listed since March 2017 provided the Company with access to capital and the ability to use the AQSE Growth Market to start the Company’s journey. During 2021, the business grew significantly though COVID testing revenues after it became apparent, during the pandemic, that CBD sales were unable to maintain the business. The board, knowing that Covid testing would decline, successfully diversified into diagnostic testing and minor treatments, delivered through the clinic network that Covid testing had enabled it to build. The Directors believe that the Company, after withdrawal from the public markets, can build the business more quickly and will be able to substantially reduce the costs associated with the public markets, benefitting all shareholders.”
The Directors of the Company accept responsibility for the contents of this announcement.
For further information:
Chief Executive Officer
Goodbody Health Limited
+44 (0) 20 7971 1255
Goodbody Health Limited
+44 (0) 20 7971 1255
AQSE Corporate Adviser
Peterhouse Capital Limited
Guy Miller/Mark Anwyl
+44 (0) 20 7469 0930
Notes to Editors:
Goodbody Health Limited (AQSE: GDBY) is an aggregator of the highest quality, most innovative range of health and wellness services and products using the latest technology. With over 52 products today, tests include blood, genetic, covid and other diagnostic solutions to meet today’s fast evolving consumer expectations with more than 200,000 tests completed to date. A comprehensive portfolio of CBD based products complement the wellness range.
Goodbody Health, as a trusted distributor and retailer of accredited wellness products and diagnostic services, provides a unique ‘frontline’ healthcare service in the local community with expertise to enable customers to manage their health care digitally and make considered choices for their ‘health span’. Our products and services grow local level amenities through a network of over 200 independent community providers offering much needed revenue to pharmacists and others local providers, while alleviating pressure on the NHS.
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