biOasis Technologies Ord Shs V.BTI.H

RE:RE:RE:RE:RE:Midatech at $1.0475

[KayakerBC]

G1945V:  Wondering what stock position we each will hold from the present, once this deal is completed.

My understanding:  If, for example, you have 10,000 BTI shares, upon closing, that gets converted to 9556 "Ordinary Shares" in the form of American Depositary Shares (ADS), rounded down to the nearest whole ADS.  Each ADS represents 25 Ordinary Shares.  So that 9556 Ordinary Shares becomes 382.24 (round down) to 382 ADS in Biodexa Therapeutics.

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SEC Doc
MidaTech
424B3 (Prospectus)     2022-12-13    

EXPLANATORY NOTE

Arrangement Agreement

On December 13, 2022, Midatech Pharma PLC (the “Company”) entered into an arrangement agreement (the “Arrangement Agreement”) with Bioasis Technologies Inc., a corporation existing under the laws of British Columbia, Canada (“Bioasis”). Pursuant to the terms and conditions of the Arrangement Agreement and a plan of arrangement (the “Plan of Arrangement”) under the Business Corporations Act (British Columbia), on the closing date (the “Arrangement Closing Date”), (i) the Company will acquire all of the issued and outstanding common shares of Bioasis (the “Bioasis Shares”) in exchange for ordinary shares in the capital of the Company, having nominal value of 0.1p per share (the “Ordinary Shares”) (to be issued in the form of American Depositary Shares of the Company (the “ADSs”)) (the “Share Exchange”), and (ii) Bioasis will become a wholly-owned subsidiary of the Company (collectively with the Share Exchange and the transactions contemplated by the Arrangement Agreement (other than the transactions contemplated by the Securities Purchase Agreement (defined herein), the “Arrangement”). Each ADS represents 25 Ordinary Shares, and no fractional shares will be issued as part of the Share Exchange.

In accordance with the terms and conditions of the Arrangement Agreement, pursuant to the Plan of Arrangement, the shareholders of Bioasis will be entitled to receive, in exchange for each Bioasis Share, 0.9556 Ordinary Shares (in the form of ADSs) (the “Exchange Ratio”), rounded down to the nearest whole ADS. It is intended that the Share Exchange will, subject to applicable securities laws, be exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to the exemption provided by Section 3(a)(10) thereof, and applicable U.S. state securities laws.

(my bolding)

https://www.sec.gov/Archives/edgar/data/1643918/000121465922014855/e1213220424b3.htm