Results of General Meeting of Shareholders Held December 17, 2020

Parnell Pharmaceuticals Holdings Ltd

Parnell Pharmaceuticals Holdings Ltd (OTC:PARNF), a fully integrated, commercial-stage pharmaceutical company focused on developing, manufacturing and marketing innovative animal health solutions, today announced the results of the resolution presented at its General Meeting of Shareholders held December 17, 2020 (Australian Eastern Standard Time).

Submission of Matters to a Vote of Shareholders

On December 17, 2020 at 9.00am (AEST), the Company held a General Meeting of Shareholders (GM). The resolution subject to a vote at the GM was described in detail in the Company's Notice of General Meeting and Explanatory Memorandum dated November 16, 2020.

As described in the Notice of General Meeting and Explanatory Memorandum, on November 16, 2020, the Company and DW Healthcare Partners V, L.P. ("DWHP") entered into a Master Transaction Agreement which set out the framework for, and the terms and conditions of, the Proposed Transaction.

The purpose of the meeting was for shareholders to consider and vote on a resolution for relating to the following components of the Proposed Transaction:

  1. the proposed issue by the Company of an unsecured convertible subordinated promissory note for an amount equal to US$28 million plus Transaction Expenses ("Convertible Note") which will entitle DWHP to automatically, partially convert, on the Conversion Date, the Convertible Note into Shares to enable DWHP to acquire a shareholding of 50.01% of the Shares in the capital of the Company; and

  2. the proposed issue at: (i) the Note Closing Date by the Company to Marathon of Shares equal to 5% of the shareholding in the Company ("Marathon Shares") as partial consideration in exchange for Marathon terminating the Marathon Royalty Rights, and (ii) the earlier of the Offer Closing Date and the Conversion Date, by the Company to Marathon of such number of additional Shares as necessary (without dilution to DWHP) to ensure that Marathon retains 5% of the shareholding in the Company following the Offer Closing or any such date of conversion of a portion of the Convertible Note, provided that no additional Shares will be issued to Marathon if it tenders any Share in the Offer or transfers or sells (or agrees to transfer or sell) directly or indirectly any Share to any person between the Note Closing Date and the Conversion Date,

(together the "Transaction Resolution").

Completion of the Proposed Transaction is subject to various conditions, including the receipt of Shareholder approval by ordinary resolution of the Transaction Resolution.

The Directors unanimously recommended that Shareholders vote in favour of the Transaction Resolution.

The total number of shares voted by shareholders on the Transaction Resolution was 12,704,524 shares, which equated to 63.53% of the total number of shares outstanding. As such a majority of shareholders constituted a quorum for the GM.

The proxy count on the Transaction Resolution was reported to the meeting as follows:










The Chairman declared that a vote would be taken and declared the resolution passed by a count of proxy votes.

There being no further business, the Chairman declared the meeting closed.

This press release does not constitute an offer to buy, nor a solicitation of an offer to sell, any securities. The Offer will be conducted solely by means of an offer document.

Source: Parnell Pharmaceuticals Holdings Ltd