Publication of Prospectus & General Meeting

RNS Number : 3973N

Spinnaker Opportunities PLC

29 January 2021

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.

THIS IS AN ANNOUNCEMENT AND NOT A CIRCULAR OR PROSPECTUS OR EQUIVALENT DOCUMENT AND INVESTORS AND PROSPECTIVE INVESTORS SHOULD NOT MAKE ANY INVESTMENT DECISION ON THE BASIS OF ITS CONTENTS. A PROSPECTUS IN RELATION TO THE TRANSACTION REFERRED TO IN THIS ANNOUNCEMENT HAS BEEN PUBLISHED TODAY.

29 January 2021

Spinnaker Opportunities plc

("Spinnaker" or the "Company")

Publication of Prospectus

General Meeting to Approve the Acquisition of Kanabo

Fundraise of £6,000,000

Proposed Waiver of Rule 9 of the Takeover Code

Proposed Change of Name to Kanabo Group plc

Proposed Issue of RTO Warrants

Proposed Appointments and Resignations

Prospectus Publication

Further to previous announcements regarding the proposed reverse take-over of medicinal cannabis company Kanabo Research Ltd ("Kanabo") (the "RTO" or the "Proposed Acquisition"), Spinnaker is pleased to announce today that the Financial Conduct Authority ("FCA") has approved its prospectus to be issued in connection with:

· the terms of the Proposed Acquisition, pursuant to which the consideration will be satisfied by the issue and allotment of 230,769,210 Ordinary Shares of 2.5 pence each ("Ordinary Shares") to the shareholders of Kanabo at a price of 6.5 pence each.

· the placing and subscription of a total of 92,307,693 Ordinary Shares at a price of 6.5 pence each, raising gross proceeds of £6,000,000.

· proposed re-admission of the enlarged share capital of 360,229,328 Ordinary Shares to the standard listing segment of the Official List and to trading on the London Stock Exchange's Main Market ("Admission").  The Company has published the Prospectus and intend to re-apply for Admission as the transaction constitutes a reverse takeover under the Listing Rules of the FCA.

· the proposed appointment of existing directors of Kanabo as directors of the Company, Avihu Tamir as Chief Executive Officer, David Tsur as Non-Executive Chairman and Uziel Danino as Non-Executive Director, and to accept the resignation of Tony Harpur and Alan Hume as directors of the Company with effect from completion of the Transaction (which is subject to and conditional upon completion of the Proposed Acquisition and Admission). Andy Morrison will continue to serve on the board as Non-Executive Director.

· a proposal to change the name of Spinnaker Opportunities Plc to Kanabo Group plc, following Completion and Admission. 

· the Prospectus includes a notice of a general meeting to be held the offices of Hill Dickinson LLP at The Broadgate Tower, 20 Primrose Street, London EC2A 2EW on 15 February 2021 at 10.00 a.m (the "General Meeting") to approve certain resolutions required to, amongst other things, give effect to the Proposed Acquisition and Fundraising.  The resolutions include the Rule 9 Waiver required to be approved by Independent Shareholders voting on a poll.

Kanabo CEO, Avihu Tamir, said:  "I believe the UK and Europe are ready to embrace the benefits of medicinal cannabis and the overwhelming support and interest from investors has proved this. The roadshow was oversubscribed and this will help the company grow and create value faster than previously expected."

Spinnaker Chairman, Andy Morrison commented: "We are obviously delighted to see this process enter its closing stages and we very much look forward to writing the next exciting chapter in the history of the Company as a medicinal cannabis business. We have been very pleased to see the commitment expressed by both existing and new investors to the journey ahead."

Availability of the Prospectus

The Prospectus will be made available shortly online at http://www.spinnakeropportunities.uk/ 

(subject to applicable securities laws). An electronic copy of the Prospectus will also be submitted to the National Storage Mechanism and should be available shortly for inspection at  http://www.morningstar.co.uk/uk/NSM.

General Meeting

Notice of General Meeting of the Company to be held at the offices of Hill Dickinson LLP at The Broadgate Tower, 20 Primrose Street, London EC2A 2EW on 15 February 2021 at 10.00 a.m., has today been posted to Shareholders, together with a copy of the Prospectus.

Completion of the Acquisition is conditional upon the approval of all resolutions to be tabled at the General Meeting. The resolutions include the Rule 9 Waiver to be approved by Independent Shareholders voting on a poll. It is expected that Admission will become effective and that dealings will commence at 8.00 am on 16 February 2021.

As a consequence of the COVID-19 pandemic and the resulting social distancing guidelines, the Board has taken the decision to implement the following measures in respect of the General Meeting:

· Other than the minimum number of Shareholders required to constitute a quorum either in person or by proxy, Shareholders will not be permitted to attend the General Meeting, and if they attempt to do so, will be refused entry to the meeting.

· Shareholders can submit questions to the Board in advance of the General Meeting by emailing [e-mail] by no later than 10:00 a.m. on 11 February 2021. Please include your full name (as it appears on the share register) when submitting any questions. Questions received will be considered and answered either ahead of, or at the General Meeting, as appropriate. No questions will be answered by the Company where: (a) to do so would interfere unduly with the preparation for the meeting or involve the disclosure of confidential information; (b) the answer has already been given on a website in the form of an answer to a question; or (c) it is undesirable in the interests of the Company or the good order of the meeting that the question be answered.

· Voting at the General Meeting will be carried out by way of poll so that votes cast in advance and the votes of all Shareholders appointing the Chairman of the General Meeting as their proxy can be taken into account.

As usual, the results of the General Meeting will be announced as soon as practicable after it has taken place.

A copy of the Notice of General Meeting is set out in full below in this announcement without material amendment or adjustment.

Fundraise

Conditional on Admission, the Company has raised gross proceeds of £6,000,000 in an oversubscribed fundraising, via the issue of 92,307,693 Ordinary Shares, which have been conditionally placed at the Fundraising Price of £0.065, predominantly by Peterhouse, on behalf of the Company with institutional and other investors (including high net worth investors) and SI Capital as Placing Agent.

Spinnaker is a company incorporated in England and Wales with company number 10485105. The Ordinary Shares are registered with ISIN GB00BYQCS703, SEDOL code BYQCS70 and TIDM, conditional on Admission KNB.

On Admission, the expected value of the Enlarged Group will be approximately £23,400,000.

RTO Warrants

As announced on 15 June 2020, the warrants that were issued to IPO subscribers on 17 May 2017 expired on 17 May 2020. With the consent of Kanabo the board intends to issue, subject to Admission, fresh warrants to shareholders on the register at the time of this announcement. Pursuant to a warrant instrument, the Company shall, conditional on Admission, grant a warrant over one new Ordinary Share for every two Ordinary Shares. The warrants granted under the terms of the RTO Warrant Instrument shall be exercisable in the period commencing on the date of Admission until the date 12 months after the date of Admission. The warrants shall be exercisable at 10 pence per Ordinary Share.

Proposed Appointments

The Company is also pleased to announce that Avihu Tamir shall join the board (the "Board") as CEO, David Tsur will join as Non-Executive Chairman, and Uziel Danino will join as Non-Executive Directors, effective on Completion and Admission. Andy Morrison will continue to serve on the board as a Non-Executive Director.

Avihu Tamir, Chief Executive Officer (date of birth: 7 February 1981) (Proposed Director, will be appointed on Admission)

Mr. Tamir is a cannabis entrepreneur with over five years of hands-on experience in multiple cannabis ventures and vast experience in consulting for international cannabis projects. Mr. Tamir began his career and built his reputation as a senior strategy consultant at Accenture. He is also the founder of Teva Nature, the leading vaporiser company in Israel.

Mr. Tamir founded Kanabo Research in 2017 and since then has served as CEO of the company. His expertise includes biotechnology, new agriculture and agro-tech, and other breakthrough technologies in the dynamic field of medical cannabis.

Mr. Tamir holds a B.A. in Finance and Risk Management (Magna Cum Laude), and a M.A. in Political Science (Magna Cum Laude) from the IDC Herzliya.

David Tsur, Non-Executive Chairman (date of birth: 27 March 1950) (Proposed Director, will be appointed on Admission)

Mr. Tsur is the co-founder of Kamada Ltd, a public company listed on both the NASDAQ and Tel-Aviv Stock Exchange. He served as its Chief Executive Officer and on its board of directors from the company's inception in 1990 until July 2015.  Currently he serves as Kamada's Active Deputy Chairman of the Board.

Prior to co-founding Kamada, Mr. Tsur was the Chief Executive Officer of Arad Systems and RAD Chemicals Inc. He has also held various positions in the Israeli Ministry of Economy (formerly named the Ministry of Industry and Trade), including Chief Economist and Commercial Attaché in Argentina and Iran.

Mr. Tsur holds a BA degree in Economics and International Relations and an MBA in Business Management from the Hebrew University of Jerusalem.

Uziel Danino, Non-Executive Director (date of birth: 12 December 1957) (Proposed Director, will be appointed on Admission)

Mr. Danino has over 35 years of experience in the financial sector, including capital markets. Mr. Danino began his career at Bank Mizrahi in 1981 and worked in all of the bank's business units filling a variety of managerial positions. In his last position with the bank, Mr. Danino served as the manager of the customer asset division, which includes the bank's investment management company.

In 2012, Mr. Danino was appointed to head the Excellence Investment House that had NIS80 billion (approximately GBP 17 billion) in customer assets under management at the time. In the framework of his position, he also serves as a chairperson of provident funds, trust funds, a Stock Exchange Member Brokerage, and serves as a member of the Israeli Federation of Investment Houses.

Today, Mr. Danino is a member and director of Rosario Capital, an underwriting company. In addition, Mr. Danino is a director in two public companies, UMI and Spacecom, and serves a member of the University of Ariel Finance Committee.

Listing Rule 9.6.13R

Name of Director	current directorships and or partnerships	previous directorships and or partnerships
Andrew Morrison	Spinnaker Management Resources Ltd	Nostra Terra Oil and Gas Company Plc
David Tsur	Kamada Limited Adadit International Limited Bio Kam Limited Rad Chemicals Limited	Collplant Holdings Limited Kamhada Nechasim 20001 Limited
Avihu Tamir		Coding House Limited Teva Nature Limited TLV Medicannabis Limited
Uziel Danino	Ariel University  Danino Financial and Economic Consulting Limited Carmel Direct Ltd Carmel Finance Ltd Exbar Limited Excellence Indices Management Limited Excellence Investment Management Technologies Limited Excellence Mizrachi Lesheavvar Limited Excellence Nessuah Achdut (1996) Ltd Excellence Nessuah Central Pension Fund Management Limited Fjord Technologies Ltd K FIELDS LTD KSM Indices Certificates Trade Ltd. Nessuah Zannex Coral Management Pareto Derivatives Limited Psagot Quarterly Ltd. Rosario Capital Limited Space Communication Limited Universal Motors Israel Limited Verto Finetech Limited	Arbel Debentures Limited Excellence Eitan General Partner Ltd. Excellence Nessuah Financial Products Limited  Excellence Nessuah Mutual Funds Management Limited Excellence Pension Insurance Agency Hen Dollar Deposits Limited K.S.M. Currencies 2 Limited K.S.M. Currencies Limited K.S.M. Jambo Limited K.S.M. Dollar Limited K.S.M. Mutual Funds Limited K.S.M. Sal Indicies Certificates Limited Prisma Financial Instruments Limited Prisma Financial Instruments Trade (2008) Limited Reit 1 Management Services Limited Elad Israel Residence Limited

There are no other matters which require disclosure under Listing Rule 9.6.13R.

Application will be made for the enlarged share capital to be re-admitted to a Standard Listing on the Official List. Trading in the shares on the Standard List are subject to the resolutions being approved at the General Meeting and Admission.

For further information, please visit http://www.spinnakeropportunities.uk/ or contact the following: 

Spinnaker Opportunities plc

Tel: [phone]

Andy Morrison

Kanabo Research Ltd

[e-mail] 

Avihu Tamir

Peterhouse Capital Limited (Financial Adviser)

Tel: [phone]

Eran Zucker / Guy Miller / Allie Feuerlein

 Peterhouse Capital Limited (Corporate Broker)

Lucy Williams / Charles Goodfellow

SI Capital (Placing Agent)

Tel: [phone]

Nick Emerson / Greg Mahoney

Notes

Kanabo is creating a new standard in the medical cannabis industry to improve the well-being of millions around the world. The Company will focus on the distribution of Cannabis-derived products for medical patients, and THC-free CBD products for consumers. Kanabo has conducted extensive research & development at its research centre in Israel to develop high-quality Cannabis extract formulas, innovative medical-grade vaporisers, and various non-smoking consumption solutions, making it easy and accessible for anyone in need of treatment.

Kanabo has also continued research & development activities on a range of unlicensed Medical Cannabis Oils, which will be sold alongside its medical-grade vaporisers. It is intended that medicinal products will be sold as unlicensed medicines in the UK and Germany.

No offer of securities

This announcement and the Prospectus do not constitute or form part of any offer or invitation to purchase, acquire, subscribe for, sell, dispose of or issue, or any solicitation of any offer to sell, dispose of, purchase, acquire or subscribe for, any security, including any Spinnaker Opportunities plc shares to be issued in connection with the Transaction. In particular, the Spinnaker Opportunities plc shares to be issued in connection with the Transaction have not been and will not be registered under the US Securities Act of 1934 (as amended) and may not be offered or sold in the US absent registration or an applicable exemption from the registration requirements of the US Securities Act of 1934 (as amended).

Important notices relating to advisers

Peterhouse Capital Limited ("Peterhouse"), which is authorised and regulated by the Financial Conduct Authority, is acting as adviser to Spinnaker Opportunities plc and no one else in connection with the Transaction and the matters set out in this announcement and the Prospectus. In connection with such matters, Peterhouse, its affiliates, and its or their respective directors, officers, employees and agents will not regard any other person as their client, nor will they be responsible to any other person for providing the protections afforded to their clients or for providing advice in relation to the Transaction or the contents of this announcement or the Prospectus, or any matter referred to therein.

Forward-looking statements

This announcement and the Prospectus (including information incorporated by reference into the Prospectus), oral statements made regarding the Transaction, Spinnaker, Kanabo and following completion of the Transaction, the combined businesses of Spinnaker and Kanabo, and other information published in connection therewith, contain statements which are, or may be deemed to be, "forward-looking statements". Although Spinnaker believes that the expectations reflected in such forward-looking statements are reasonable, Spinnaker can give no assurance that such expectations will prove to be correct.

Transaction conditions

Completion of the Transaction is subject to the satisfaction of certain conditions as more fully described in the Prospectus. Consequently, there can be no certainty that completion of the Transaction will be forthcoming.

Transmission of this announcement and the Prospectus

Neither this announcement, the Prospectus, nor any copy of either of them may be taken or transmitted directly or indirectly into or from any jurisdiction where to do so would constitute a violation of the relevant laws or regulations of such jurisdiction. Any failure to comply with this restriction may constitute a violation of such laws or regulations. Persons into whose possession this announcement, the Prospectus or other information referred to therein comes, should inform themselves about, and observe, any restrictions in such laws or regulations.

Compliance with laws

This announcement and the Prospectus have been prepared for the purpose of complying with the applicable laws and regulations of the United Kingdom and information disclosed may not be the same as that which would have been disclosed if this announcement or the Prospectus had been prepared in accordance with the laws and regulations of jurisdictions outside the United Kingdom.

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Publication and posting of this Circular	29 January 2021
Latest time and date for receipt of Forms of Proxy	10.00 a.m. on 11 February 2021
General Meeting	10.00 a.m. on 15 February 2021
Completion of the Acquisition	16 February 2021
Re-admission of the Enlarged Issued Share Capital	16 February 2021

The times and dates set out above may be adjusted by the Company in consultation with the Financial Conduct Authority and the London Stock Exchange PLC, in which event details of the new times and dates will be notified via a Regulatory Information Service.  All references in this Document to times are to London (GMT) time unless otherwise stated.

SPECIAL ARRANGEMENTS

SHAREHOLDERS CANNOT ATTEND THIS MEETING IN PERSON.

Your vote matters. Please vote your shares by appointing the Chairman of the Company as your proxy. You can vote by returning the proxy instruction that you received with this document.

ONLY THE CHAIRMAN CAN BE APPOINTED AS YOUR PROXY FOR THIS PARTICULAR MEETING.

A Form of Proxy for use at the General Meeting accompanies this document and, to be valid, must be completed and returned to Neville Registrars Limited as soon as possible, but in any event to be received not later than 10.00 a.m. on 11 February 2021 or 48 hours (excluding non-business days) before any adjourned meeting.

Details as to how to return the Form of Proxy are set out on pages 11 to 15 of this document.

Notes:

(1)  All times shown in this document are London times unless otherwise stated. The dates and times given are indicative only and are based on the Company's current expectations and may be subject to change. If any of the times and/or the date above changes, the revised times and/or dates will be notified to Shareholders by announcement through the Regulatory News Service of the London Stock Exchange plc.

(2)  If the General Meeting is adjourned, the latest time and date for receipt of forms of proxy for the adjourned meeting will be notified to Shareholders by announcement through the regulatory news service of the London Stock Exchange plc.

NOTICE OF GENERAL MEETING

Notice is hereby given that the General Meeting ("Meeting") of Spinnaker Opportunities Plc (Company) will be held at the offices of Hill Dickinson LLP, The Broadgate Tower, 20 Primrose Street, London EC2A 2EW on 15 February 2021 at 10.00 a.m. 

You will be asked to consider and vote on the resolutions below. Resolutions 1 to 3 will be proposed as ordinary resolutions. Resolutions 4 to 6 will be proposed as special resolutions.

RESOLUTIONS

1.  THAT the waiver granted by the Panel on Takeovers and Mergers of the obligation that would otherwise arise for the selling shareholders of Kanabo Research Limited to make a general offer to shareholders of the Company pursuant to Rule 9 of the City Code on Takeovers and Mergers as a result of the issue of Ordinary Shares of £0.025 in the Company to them in connection with the Proposals set out in the Prospectus of which this notice forms part, be and is hereby approved.

2.  THAT, subject to passing of Resolution 1, in substitution for any equivalent authorities and powers granted to the Directors prior to the passing of this resolution, the Directors be generally and unconditionally authorised pursuant to section 551 of the Companies Act 2006 ("CA 2006"), to exercise all powers of the Company to allot shares in the Company, and grant rights to subscribe for or to convert any security into shares of the Company (such shares and rights to subscribe for or to convert any security into shares of the Company being 'relevant securities') up to an aggregate nominal amount of:

· £5,769,230.25, in respect of 230,769,210 shares in the Company to be issued in connection with the proposed acquisition by the Company of Kanabo to the shareholders of Kanabo by way of a reverse takeover under Listing Rule 5.6.4 (1) and (2) (the "RTO") (the "ConsiderationShares");

· £961,537.30, in respect of 38,461,492 shares in the Company (representing deferred consideration in respect of the proposed RTO), to be issued and allotted to shareholders of Kanabo (subject to and conditional upon the satisfaction of certain milestones as more particularly described in paragraph 18.1 of Part XII ("Additional Information") of the prospectus published on or around the date of this notice (the "Prospectus") (the "DeferredConsiderationShares");

· £2,067,307.73, in respect of issue and allotment of 82,692,309 shares in the Company in connection with the Placing conducted by the Company (together with its brokers) in connection with RTO (the "PlacingShares");

· £240,384.60, in respect of the issue and allotment of 9,615,384 Subscription Shares in the Company to certain subscribers participating in the subscription undertaken by the Company in connection with the RTO (the "SubscriptionShares");

· £367,501.50, in respect of the grant of warrants over a maximum of 14,700,060 shares of the Company, such warrants being granted to shareholders of the Company as at 5 p.m. on 29 January 2021 (being the date of publication of this Document) (the "RecordDate Of The RTO Warrants") so that each shareholder will be entitled to receive one (1) RTO Warrant for every two (2) Ordinary Shares held by them on the Record Date Of The RTO Warrants (the "RTOWarrants");

· £49,000, in connection with the exercise of rights pursuant to existing valid options over a total of 1,960,000 shares in the Company granted to certain Directors, former directors and advisers described in paragraph 4.11 of Part XII ("Additional Information") of the Prospectus (the "ExistingOptions");

· £67,542.98, in respect of a grant of warrants over 2,701,719 shares of the Company to Peterhouse, as the financial adviser to the Company in connection with the Fundraising (the "FinancialAdviserWarrants");

· £15,384.60, in respect of the issue and allotment of 615,384 Fee Shares to Peterhouse, in satisfaction of fees in the amount of £40,000 in connection with their engagement as financial adviser in respect of the RTO (such shares being issued at the Fundraising Price) (the "FeeShares");

· £34,423.03, in respect of the issue and allotment of a total of 1,376,921 shares in the Company to certain directors, former directors and advisers in consideration for services provided to the Company (the "SOPBonusShares");

· £186,452.55, in respect of the grant of options over a total of 7,458,102 to the Directors, Proposed Directors, employees and consultants of the Enlarged Group in connection with the RTO, and 36,000,000 shares in the Company being reserved for future grants of options under the Company's approved share option schemes provided that such grants shall not exceed 10% of the enlarged issued share capital of the Company from time to time (the "NewOptions");

· £82,500, in respect of the issue and allotment of 3,300,000 shares in the Company to convert the Loan Notes at the Conversion Price as more particularly described in paragraph 18.8 of Part XII ("Additional Information") of the Prospectus (the "ConversionShares"); and

· £41,250, in connection with the exercise of warrants over a total of 1,650,000 shares in the Company granted to certain persons in connection with fundraising events previously conducted by the Company (on 19 March 2020 and 6 April 2020, respectively) and as more particularly described in paragraphs 18.8 and 18.9 of Part XII ("Additional Information") of the Prospectus (the "ExistingWarrants").

The authorities in this Resolution 2 shall be in substitution for and shall replace any existing authorities to the extent not utilised as at the date of this Resolution is passed and such authority shall expire on: (i) the date that the relevant share option or warrant expires (in respect of any option or warrants exercised under this authority);(ii) 9 months from the date of Admission in respect of the Deferred Consideration Shares; or (iii) in the event that an expiration date is not specified,  the earlier of the date falling eighteen months after the date of the passing of this resolution and the conclusion of the next annual general meeting of the Company.

3.  THAT the Directors of the Company be and they are hereby generally and unconditionally authorised for the purposes of section 551 of the Companies Act 2006 to exercise all the powers of the Company to allot shares and grant rights to subscribe for, or convert any security into, shares otherwise than pursuant to Resolution 2 above, up to an aggregate nominal amount of £1,801,146.

The authority in this resolution 3 shall be in substitution for and shall replace any existing authorities to the extent not utilised at the date this Resolution is passed and shall expire on the earlier of the date falling eighteen months after the date of the passing of this resolution and the conclusion of the next annual general meeting of the Company, save that the Company may before such expiry mark offers or agreements which would or might require shares to be allotted or rights to be granted after such expiry and the directors may allot shares, or grant rights to subscribe for or convert any securities into shares, in pursuance of any such offer or agreement as if the authorities conferred hereby had not expired.

4.  That, subject to the passing of Resolution 2, the directors of the Company be and they are hereby empowered pursuant to section 570 of the Companies Act 2006 to allot equity securities (as defined in section 560 of the 2006 Act) of the Company for cash pursuant to the authorities conferred by Resolution 2 as if section 561 of the 2006 Act did not apply to any such allotment, provided that this power shall be limited to the allotment of equity securities for cash:

· in connection with or pursuant to an offer or invitation in favour of holders of Ordinary Shares in proportion (as nearly as practicable) to the respective number of ordinary shares held by them on the record date for such allotment (and holders of any other class of equity securities entitled to participate therein or, if the directors consider it necessary, as permitted by the rights of those securities) but subject to such exclusions or other arrangements as the directors may deem necessary or appropriate to deal with fractional entitlements, treasury shares, record dates, or legal, regulatory or practical difficulties which may arise under the laws of or the requirements of any regulatory body or stock exchange in any territory or any other matter whatsoever; and the allotment, otherwise than pursuant to sub-paragraph (i) above, of equity securities in the case of the authority granted under Resolution 2 above, up to an aggregate nominal amount of £10,782,514.53.

The authorities in this Resolution 4 shall expire on the date that the authority shall expire on that the relevant share option or warrant expires (in respect of any option or warrants exercised under this authority), the 15 February 2022 in respect of the Deferred Consideration Shares or in the event that an expiration date is not specified that authority will expire on the earlier of the date falling eighteen months after the date of the passing of this resolution and the conclusion of the next annual general meeting of the Company.

5.  That, subject to the passing of Resolution 3, the directors of the Company be and they are hereby empowered pursuant to section 570 of the 2006 Act to allot equity securities (as defined in section 560 of the 2006 Act) of the Company for cash pursuant to the authorities conferred by Resolution 3 as if section 561 of the 2006 Act did not apply to any such allotment, provided that this power shall be limited to the allotment of equity securities for cash in the case of the authority granted under Resolution 2 above, and otherwise than pursuant to Resolution 4, up to an aggregate nominal amount of £1,801,146.

The authority in this Resolution 5 shall expire on the earlier of falling eighteen months after the date of the passing of this resolution and the conclusion of the next annual general meeting of the Company, save that the Company may before such expiry make offers or agreements which would or might require shares to be allotted or rights to be granted after such expiry and the directors may allot shares or grant rights to subscribe for or convert any security into shares, in pursuance of any such offer or agreement as if the authorities conferred hereby had not expired.

6.  That, conditional upon Admission, the name of the Company be changed to "Kanabo Group Plc" and that the Company's memorandum and articles of association be amended to reflect such change of name.

By order of the Board

David Little

Company secretary

Spinnaker Opportunities Plc (Company Number 10485105)

29 January 2021

NOTES TO THE NOTICE OF GENERAL MEETING

Entitlement to attend and vote

1. As the Company will run the General Meeting as a closed meeting only those shareholders registered in the Company's register of members at:

· 10.00 a.m. on 11 February 2021; or,

· if this meeting is adjourned, at 10.00 a.m. on the day two business days prior to the adjourned meeting,

shall be able to vote in advance by submitting a completed Form of Proxy to the Company.  Changes to the register of members after the relevant deadline shall be disregarded in determining the rights of any person to attend and vote at the meeting.

Website giving information regarding the meeting

2. Information regarding the meeting, including the information required by section 311A of the Companies Act 2006, can be found at: http://www.spinnakeropportunities.uk/.

Attending in person

3. Following the UK government's announcement on 4 January 2021 of new restrictive measures in connection with COVID-19 and, in particular, the restrictions on non-essential travel and on meeting people in public the Company anticipates that these measures will restrict the ability of Shareholders to attend the General Meeting in person. On this basis, and assuming the continuation of those restrictive measures, the Company will run the General Meeting as a closed meeting.

Shareholders attempting to attend the General Meeting will therefore be refused entry. 

Appointment of proxies

4. If you are a shareholder who is entitled to attend and vote at the meeting, you are entitled to appoint one or more proxies to exercise all or any of your rights to attend, speak and vote at the meeting and you should have received a proxy form with this notice of meeting. As the meeting will be run as a closed meeting, the Company recommends that all shareholders appoint the Chairman of the meeting as their proxy to ensure their votes count.

You can only appoint a proxy using the procedures set out in these notes and the notes to the proxy form.

5 . If you are not a member of the Company but you have been nominated by a member of the Company to enjoy information rights, you do not have a right to appoint any proxies under the procedures set out in this "Appointment of proxies" section. Please read the section "Nominated persons" below.

6. You may appoint more than one proxy provided each proxy is appointed to exercise the rights attached to a different share or shares held by that shareholder. To appoint more than one proxy, please contact Neville Registrars Limited at the address below or by calling 0121 585 1131. You will need to state clearly on each proxy form the number of shares in relation to which the proxy is appointed. Failure to specify the number of shares to which each proxy appointment relates or specifying a number in excess of those held by the shareholder will result in the proxy appointment being invalid. However, to ensure that your vote counts, and as mentioned above, the Company recommends that you appoint the Chairman of the meeting as your proxy.

7. Shareholders can:

· Appoint a proxy or proxies and give proxy instructions by returning the enclosed proxy form by post (see note 9).

· Register their proxy appointment electronically (see note 10).

· If a CREST member, register their proxy appointment by utilising the CREST electronic proxy appointment service (see note 11).

Note that, due to the measures implemented by the UK Government to combat the COVID-19 (Coronavirus) pandemic, shareholders and/or their proxies will not be able to attend the meeting in person. Accordingly, shareholders will need to appoint a proxy who will be attending the meeting to exercise their voting rights at the meeting. If shareholders appoint the Chairman of the meeting as their proxy, this will ensure that their votes are cast in accordance with their wishes given that, in light of the restrictions on public gatherings, only the bare minimum number of persons will be attending the meeting in person in order to satisfy the quorum requirement for the meeting.

8. A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against the resolution. If you either select the "Discretionary" option or if no voting indication is given, your proxy will vote or abstain from voting at his or her discretion. Your proxy will vote (or abstain from voting) as he or she thinks fit in relation to any other matter which is put before the meeting.

Appointment of proxy by post

9. The notes to the proxy form explain how to direct your proxy how to vote on each resolution or withhold their vote.

To appoint a proxy using the proxy form, the form must be:

· completed and signed;

sent or delivered to, Neville Registrars Limited, Neville House, Steelpark Road, Halesowen, West Midlands, B62 8HD; and

· received by Neville Registrars Limited no later than 10.00 a.m. 11 February 2021.

In the case of a shareholder which is a company, the proxy form must be executed under its common seal or signed on its behalf by an officer of the company or an attorney for the company.

Any power of attorney or any other authority under which the proxy form is signed (or a duly certified copy of such power or authority) must be included with the proxy form.

If you have not received a proxy form and believe that you should have one, or if you require additional proxy forms, please contact Neville Registrars Limited at the above address or by calling 0121 585 1131.

Appointment of proxies electronically

10. As an alternative to completing the hard-copy proxy form, you can appoint a proxy electronically with Neville Registrars Limited at www.sharegateway.co.uk and completing the authentication requirements including the personal proxy registration code as shown on the proxy form. For an electronic proxy appointment to be valid, your appointment must be received by Neville Registrars Limited no later than 10.00 a.m. 11 February 2021.

Appointment of proxies through CREST

11. CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment service may do so for the meeting and any adjournment(s) of it by using the procedures described in the CREST Manual (available via www.euroclear.com). CREST Personal Members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.

For a proxy appointment or instructions made using the CREST service to be valid, the appropriate CREST message (a CREST Proxy Instruction) must be properly authenticated in accordance with Euroclear UK & Ireland Limited's (EUI) specifications and must contain the information required for such instructions, as described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or is an amendment to the instruction given to a previously appointed proxy, must, in order to be valid, be transmitted so as to be received by Neville Registrars Limited (ID 7RA11) no later than 10.00 a.m. 11 February 2021, or, in the event of an adjournment of the meeting, 48 hours (excluding non-business days) before the adjourned meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time, any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.

CREST members and, where applicable, their CREST sponsors or voting service providers should note that EUI does not make available special procedures in CREST for any particular message. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member, or has appointed a voting service provider(s), to procure that his/her CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.

The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.

Appointment of proxy by joint members

12. In the case of joint holders, where more than one of the joint holders completes a proxy appointment, only the appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Company's register of members in respect of the joint holding (the first-named being the most senior).

Changing proxy instructions

13. Shareholders may change proxy instructions by submitting a new proxy appointment using the methods set out above. Note that the cut-off time for receipt of proxy appointments also apply in relation to amended instructions; any amended proxy appointment received after the relevant cut-off time will be disregarded.

Where you have appointed a proxy using the hard-copy proxy form and would like to change the instructions using another hard-copy proxy form, please contact Neville Registrars Limited, Neville House, Steelpark Road, Halesowen, West Midlands, B62 8HD.

If you submit more than one valid proxy appointment, the appointment received last before the latest time for the receipt of proxies will take precedence.

Termination of proxy appointment

14. A shareholder may change a proxy instruction but to do so you will need to inform the Company in writing by:

· Sending a signed hard-copy notice clearly stating your intention to revoke your proxy appointment to Neville Registrars Limited, Neville House, Steelpark Road, Halesowen, West Midlands, B62 8HD. In the case of a shareholder which is a company, the revocation notice must be executed under its common seal or signed on its behalf by an officer of the company or an attorney for the company. Any power of attorney or any other authority under which the revocation notice is signed (or a duly certified copy of such power or authority) must be included with the revocation notice.

· The revocation notice must be received by Neville Registrars Limited, Neville House, Steelpark Road, Halesowen, West Midlands, B62 8HD no later than 10.00 a.m. 11 February 2021.

If you attempt to revoke your proxy appointment but the revocation is received after the time specified, your original proxy appointment will remain valid unless you attend the meeting and vote in person.

Appointment of a proxy does not preclude you from attending the meeting and voting in person. If you have appointed a proxy and attend the Meeting in person, your proxy appointment will automatically be terminated.

Corporate representatives

15. A corporation which is a shareholder can appoint one or more corporate representatives who may exercise, on its behalf, all its powers as a shareholder provided that no more than one corporate representative exercises powers over the same share.

Issued shares and total voting rights

17. As at 6.00pm on 28 January 2021 on, which is the latest practicable date before publication of this notice, the Company's issued share capital comprised 29,400,120 ordinary shares of 2.5p each. Each ordinary share carries the right to one vote at a general meeting of the Company and, therefore, the total number of voting rights in the Company as at 6.00pm on 28 January 2021 is 29,400,120.

The Company's website will include information on the number of shares and voting rights.

Questions at the meeting

18. As the meeting will be run as a closed meeting, members are encouraged to submit any questions that they have by e-mail to [e-mail]. The Board will endeavour to provide answers to all appropriate questions and to publish such answers on the Company's website as soon as practicable following the General Meeting. Shareholder engagement is important to the Company even in these exceptional times.

Nominated persons

19. If you are a person who has been nominated under section 146 of the Companies Act 2006 to enjoy information rights (Nominated Person):

· You may have a right under an agreement between you and the shareholder of the Company who has nominated you to have information rights (Relevant Shareholder) to be appointed or to have someone else appointed as a proxy for the meeting.

· If you either do not have such a right or if you have such a right but do not wish to exercise it, you may have a right under an agreement between you and the Relevant Shareholder to give instructions to the Relevant Shareholder as to the exercise of voting rights.

· Your main point of contact in terms of your investment in the Company remains the Relevant Shareholder (or, perhaps, your custodian or broker) and you should continue to contact them (and not the Company) regarding any changes or queries relating to your personal details and your interest in the Company (including any administrative matters). The only exception to this is where the Company expressly requests a response from you.

The rights relating to proxies set out in note 4 do not apply directly to nominated persons.

Voting

20. Voting on all resolutions will be conducted by way of a poll rather than on a show of hands.

As soon as practicable following the meeting, the results of the voting will be announced via a regulatory information service and also placed on the Company's website.

Documents on display

21. Copy of the Prospectus and this document are available for inspection at the Company's registered office during normal business hours and at the place of the meeting from at least 15 minutes prior to the meeting until the end of the meeting.

 

END

 

 

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