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Sativa Wellness Group Inc.
(“Sativa” or “Sativa Wellness” the “Company” or the “Group”)
3rd September 2021
RULE 19.6(c) CONFIRMATION WITH RESPECT TO STATED POST-OFFER INTENTIONS WITH REGARD TO SATIVA GROUP PLC
Sativa Wellness Group Inc., formerly Stillcanna Inc., (the Company) announces that, further to the completion of its recommended share-for-share exchange offer for Sativa Group plc which was implemented by means of a court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006, and which became effective on 3 September 2020, the Company has duly confirmed in writing to the Panel on Takeovers And Mergers (“Panel”) in the UK in accordance with the requirements of Rule 19.6(c) of the City Code on Takeovers and Mergers (“Code”).
Excepting for the Board changes detailed in Regulatory Information Service announcements dated 29 January 2021, 4 February 2021 and 28 April 2021, the Company has confirmed to the Panel that it has complied with its post-offer statements of intent made pursuant to Rules 2.7(c)(iv) and 24.2 of the Code, as originally detailed in Sativa Group plc’s Rule 2.7 announcement of 3 June 2020 and Sativa Group plc’s Scheme Document published on 22 July 2020 (“Scheme Document”).
Pursuant to Rule 19.6(b)(i) of the Code, the Company notes that the Board changes announced on 29 January 2021 and 4 February 2021, differ from the Company’s intentions outlined in paragraph 7 (“Board, management, employees, benefits and locations”) of the Scheme Document, where it was stated, inter alia, that the Company’s intention was for Henry Lees-Buckley, Jason Dussault, Jonathan Waring, Angus Kerr and Joseph Colliver to be directors of the Company. The board changes were prompted by Geremy Thomas, partly to implement a vision of a broader wellness business, who at the time held approximately 25.9% of the Group’s issued share capital.
On behalf of the Board of Directors,