ANNOUNCEMENT: Notice of Convening Hearing

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION (INCLUDING THE UNITED STATES) WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF THE MARKET ABUSE REGULATION (EU) NO. 596/2014. UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN. FOR IMMEDIATE RELEASE
Sativa Group Plc
(“Sativa” or the “Company” or the “Group”)

Notice of Convening Hearing

23 June 2020

Further to the announcement made by the Company on 3 June 2020 (the “Rule 2.7 Announcement”), Sativa Group Plc, the UK’s leading quoted CBD wellness and medicinal cannabis Group, confirms that is has yesterday, 22 June, issued a Part 8 Claim Form dated 22 June 2020 in the Companies Court for an Order under Section 896 of the Companies Act 2006 to convene on 14 August 2020 at 11 a.m., a single meeting of the holders of its Ordinary Shares (the “Meeting”) for the purpose of considering and if thought fit approving (with or without modification) a Scheme of Arrangement proposed to be made between the Company and the holders of its shares (the “Scheme Shareholders”).

Further details regarding the proposed Scheme of Arrangement are set out in the Rule 2.7 Announcement.

If the Court orders the Meeting to be convened and if at the Meeting a majority in number representing 75% in value of the Scheme Shareholders present and voting either in person or by proxy agree to the proposed arrangements, the court may, on further application by the Company under Section 899 of the Companies Act 2006, sanction the proposed Scheme of Arrangement.

A hearing of the Claim is directed to be heard on 20 July 2020 (the “Convening Hearing”).

Shareholders wishing to attend and/or be represented at the Convening Hearing may request a hard copy of the Claim Form by contacting Anne Tew, Company Secretary, at Anne.Tew@sativagroup.co.uk between 8.30 a.m. to 5.30 p.m., Monday to Friday (except for public holidays in England and Wales) or by submitting a request in writing to Anne Tew, The Blue Building Stubbs Lane, Beckington, Frome, Somerset, England, BA11 6TE.

In accordance with Paragraph 3(a) of Appendix 7 of the City Code on Takeovers and Mergers (the “Code”), the Company was required to publish its scheme document within 28 days of the Rule 2.7 Announcement, being by 1 July 2020. As the earliest possible date for the Convening Hearing is 20 July 2020, it will not be possible to publish the Scheme Document by this date. Accordingly, in accordance with Paragraph 3(a) of Appendix 7 of the Code, at the request of the Directors of Sativa, the Panel on Takeovers and Mergers (the “Panel) has consented to an extension of the relevant deadline until 5.00 p.m. on 21 July 2020.

We continue to successfully work through all the required processes both here in the UK and also with StillCanna Inc in Canada. The teams from both companies are working extremely well together to not only satisfy the regulatory requirements but to also plan the integration and create the roadmap of the combined company, subject to Sativa shareholder approval. We continue to believe the combination of our businesses sets us up to be a leading “European Seed to Consumer Wellness company” noted Henry Lees-Buckley CEO of the Sativa Group PLC.

The Directors of the Company accept responsibility for the contents of this announcement.

The Directors of the Company accept responsibility for the contents of this announcement.

Henry Lees-Buckley
Chief Executive Officer
Sativa Group Plc
+44 (0) 20 7971 1255
enquiries@sativagroup.co.uk
www.sativagroup.co.uk

Joseph Colliver
Chief Financial Officer
Sativa Group Plc
+44 (0) 20 7971 1255
enquiries@sativagroup.co.uk
www.sativagroup.co.uk

AQSE Growth Market Corporate Adviser

Corporate Finance 
Guy Miller/Allie Feuerlein
Peterhouse Capital Limited
+44 (0) 20 7220 9795

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