Agreement Reached for ESSA Pharma to Acquire Realm Therapeutics

Thursday, May 16, 2019 General News
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Scheme Document

means the document to be dispatched to Realm Shareholders including the particulars required by section 897 of the Companies Act;

Scheme Record Time

means the time and date to be specified as such in the Scheme Document, expected to be 6.00 p.m. (London time) on the Business Day immediately preceding the Effective Date, or such other time as ESSA and Realm may agree;

Scheme Voting Time

means the time and date to be specified in the Scheme Document by reference to which entitlement to vote at the Court Meeting will be determined, expected to be 6.00 p.m. (London time) on the day two days prior to the Court Meeting or any adjournment thereof (as the case may be);

Scheme Shareholders

means holders of Scheme Shares;

Scheme Shares

Realm Shares:

 

A.   in issue at the date of the Scheme Document and which remain in issue at the Scheme Record Time;

 

B.   issued after the date of the Scheme Document and prior to the Scheme Voting Record Time which remain in issue at the Scheme Record Time; and

 

C.   issued at or after the Scheme Voting Record Time and prior to the Scheme Record Time in respect of which the original or any subsequent holder thereof is bound by the Scheme, or shall by such time have agreed in writing to be bound by the Scheme, and in each case, which remain in issue at the Scheme Record Time,

 

excluding, in any case, any Realm Shares held by or on behalf of ESSA or ESSA Group at the Scheme Record Time;

SEC

means the U.S. Securities and Exchange Commission;

Section 3(a)(10) Exemption

means the exemption from the registration requirements of the U.S. Securities Act under Section 3(a)(10) thereof;

TSXV

means the TSX Venture Exchange;

U.K. or United Kingdom

means the United Kingdom of Great Britain and Northern Ireland;

U.S. or United States

means the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia;

U.S. Exchange Act

means the U.S. Securities Exchange Act of 1934; and

U.S. Securities Act

means the U.S. Securities Act of 1933.



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