NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA OR ANY JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT. FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND SHALL NOT CONSTITUTE AN OFFER TO SELL OR ISSUE OR THE SOLICITATION TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY ORDINARY SHARES OF EQUINOX INTERNATIONAL HOLDINGS PLC (THE "COMPANY") IN ANY JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL. 

This announcement is an advertisement and not an admission document or a prospectus. This announcement is not and does not constitute or form part of, and should not be construed as, an offer of securities for subscription or sale in any jurisdiction nor a solicitation of any offer to buy or subscribe for, any securities in any jurisdiction, nor shall it or any part of it, or the fact of its distribution, form the basis of, or be relied on in connection with, any contract or commitment whatsoever. This announcement does not constitute a recommendation regarding any securities. Prospective investors should not subscribe for or purchase any securities referred to in this announcement except in compliance with applicable securities laws and regulation and on the basis of the information in the final admission document ("Admission Document") to be published by the Company, and any supplement thereto, in connection with the placing ("Placing") of its ordinary shares ("Shares") and the proposed admission ("Admission") of the Shares to trading on the AIM market of London Stock Exchange plc ("London Stock Exchange").  A copy of the Admission Document will, following publication, be available for viewing on the Company's website at www.equinoxinternational.com

The contents of this announcement, which has been prepared by and is the sole responsibility of Equinox, have been approved by finnCap Ltd ("finnCap") solely for the purposes of section 21(2)(b) of the Financial Services and Markets Act 2000 (as amended).

[25] November 2021

Equinox International Holdings plc

("Equinox", or the "Company")

INTENTION TO FLOAT ON AIM 

Equinox International Holdings plc, a UK-headquartered medical cannabis company aiming to become the UK’s leading ‘Land-to-Brand’ vertically integrated medical cannabis company, is pleased to announce its intention to seek admission of its entire share capital to trading on the AIM market of the London Stock Exchange ("Admission"). At IPO the Company is seeking to raise funds to build a state-of-the-art cultivation, extraction and production facility on a Home Office-approved 20-acre UK site. Equinox’s goal is to provide consistent, British-grown high-quality medical cannabis and medical cannabis products for improved medical care that have the potential to transform the lives of patients with a focus on the UK.

Market poised for growth

• Currently, 100% of the UK’s medical cannabis is imported, making it an expensive, complex and time-consuming process, reducing quality oversight and inhibiting market growth potential

• The UK medical cannabis market has potential to become one of the largest in the world with the expected addressable market to be estimated to be worth up to £7.5bn by 2028

• Positive political, public and media tailwinds: UK-based medical cannabis production and improving patient access to cannabis treatments have the potential to rapidly drive this growth

First mover advantage

• Equinox is one of the few businesses to receive a rare Schedule 1 Controlled Drugs Licence from the Home Office for medical cannabis cultivation, production, possession, supply and research at scale on its 20-acre site

• Pre-planning and stakeholder approved UK site for medical cannabis agricultural and processing facility 

Strong management track record

• Equinox’s Senior leadership team has deep expertise in medical cannabis, healthcare, agriculture, finance, construction, project management, law, security and medicine

• The Company’s Board is institutional and blue-chip, with strong links to key healthcare authorities and who can ensure the highest standards of reporting and compliance

• Accomplished management team with decades of experience in private and listed businesses, including IPOs and M&A transactions

Rationale for listing

• Capitalising on the Company’s first first-mover advantage in the UK market

• Access to growth capital to develop facilities, IP and invest in future expansion through R&D and operational advancements

• Enhanced profile and visibility in the UK and across international cannabis markets

• Best practice corporate governance and business structure supporting access to licensed medical markets

• finnCap is acting as global co-ordinator and joint bookrunner alongside States Bridge Capital

• Roth Capital Partners LLC (“Roth”) are acting as exclusive North American placement agent

• £10m of the fundraising qualifies for EIS and VCT related tax relief

• Retail offering to be launched via PrimaryBid

Xan Morgan, Cofounder and CEO of Equinox said: 

“The UK medical cannabis market is forecast to be one of the largest in Europe and Equinox has a significant first-mover advantage to build a British champion and transform patients’ lives. Our wholesale distribution strategy and land-to-brand focus will enable us to become a leading, vertically integrated medical cannabis company providing consistent, high-quality products.

“We have one of the first commercially scaled medical cannabis cultivation and production licences issued by the UK Home Office. With our leadership team’s experience in project delivery, operational management, strategic governance and business development, we’re well positioned to maximise this exciting opportunity.

“Through proprietary cultivation, the creation of IP-protected formulations targeting NHS medical sales and strategic supply partnerships, we have the potential to target a significant share of the projected £7.5bn market in the UK by 2028.”

- Ends –

 Enquiries

 

Equinox International [Holdings] plc Xan Morgan, CEO	+44 (0) 20 3588 1000
finnCap Ltd (Nominated Adviser & Broker) James Thompson, Seamus Fricker (Corporate Finance) Charlotte Sutcliffe (ECM)	+44 (0) 20 7220 0500
Instinctif Partners Melanie Toyne Sewell, Rozi Morris, Tim Field	+44 (0) 20 7457 2020 equinox@instinctif.com

 

About Equinox International Holdings

Equinox International Holdings plc is a British medical cannabis champion, aiming to supply UK-grown medical cannabis products that have the potential to transform patients’ lives. Equinox aims to be the UK’s first ‘Land-to-Brand’, vertically integrated medical cannabis company, providing consistent, high-quality, EU-GMP approved medical cannabis and medical cannabis products for improved medical care.

As one of the few businesses to receive a rare Schedule 1 Controlled Drugs Licence from the Home Office for medical cannabis cultivation, extraction and research, Equinox plans to capitalise on its first-mover advantage and is backed by a strong Board with a wealth of relevant experience in cannabis, healthcare, financial and agricultural sectors.

Potential risks

Potential risks include execution risk; economic risk; IP risk; regulatory and licensing risks in the UK and other countries; medical attitude or political risk; site operation risk; cultivation and manufacturing risk. Before subscribing for or purchasing any shares in the Company, persons viewing this announcement should ensure that they fully understand and accept all risks which will be set out in the Admission Document if published.

Background to the Company

Equinox was founded in 2018 by Xan Morgan (CEO) and Neil Mahapatra (NED, through UK multifamily office, Kingsley Capital Partners). Both have been working together on developing Equinox since 2016 and have been active in the cannabis market for a number of years. Xan and Neil established Equinox having witnessed the progression of medical cannabis legislation across the US and Canada and predicting that the same trends would occur in the UK and Europe. The goal of Equinox is to cultivate and supply high quality EU-GMP approved medical cannabis and medical cannabis-based products that have the potential to transform the lives of patients.

Directors

Michael James Abbott – Independent Non-Executive Chairman (Aged 57)

Michael is the cofounder and executive chairman of Columbia Care Inc. (“Columbia Care”), one of the largest pharmaceutical manufacturer of cannabis related medicines in the United States, with a market cap of over CAD$1.1 billion. Founded in 2012, Columbia Care operates 130 facilities including 99 dispensaries and 31 cultivation and manufacturing facilities, as well as 300 acres of outdoor cultivation, with licences in 18 U.S. jurisdictions. Michael started his financial career at Swiss Bank Corporation/SBC O’Connor and later worked at Goldman Sachs. He also launched and ran two hedge funds and managed a multi-billion-dollar fund-of-funds. Michael was also CIO of the endowment of Cornell University. Prior to his career in finance, Michael served in the Metropolitan Police Service in the 1980s.

Xan Edward Charles Morgan – Equinox’s Cofounder and Chief Executive Officer (Aged 36)

Xan cofounded Equinox in 2018 having been active in the sector since 2015. Xan has pioneered leading initiatives in the cannabis sector and was a founder of policy group Cannabis Innovate. As well as being involved in initiatives to legalise medical cannabis in the UK and Morocco, he has played an integral role in the legalisation of medical cannabis in Saint Vincent and the Grenadines, which included an amnesty bill for local farmers. He also led the development of OXON, the oxford-centric medical cannabis brand and the Mr NICE cannabis brand, now stocked in Selfridges and distributed through partners across the UK and Europe. Prior to cofounding Equinox, Xan spent 11 years as a founding member of Bluewater Bio, an international water and wastewater company providing technology, engineering, operation and infrastructure management services to the international market. Xan currently acts as an advisor to an array of medical and engineering firms.

Chief Financial Officer 

The Company has identified an experienced CFO who has agreed to join the Board conditional on Admission. This individual has over 20 years’ of finance and board level experience and more than 11 years as a listed PLC board director, including having run numerous capital raising, listings and M&A transactions. Formerly he was CFO of an international biotech company based in Cambridge, UK with subsidiaries in the USA. Prior to that, he was the CFO of a technology-focused investment company at the time of its IPO and for 7 years thereafter.

Baroness Zahida Parveen Manzoor, CBE – Independent Non-Executive Director (Aged 63)

Baroness Manzoor is a Conservative Party member of the House of Lords. She has had a long career both in business and working for the UK Government across a variety of positions. From 1992 to 1997 Baroness Manzoor served as the Chair of Bradford Health Authority before being appointed as one of the eight Regional Chairs for the NHS. In this role she was responsible for the Northern and Yorkshire Region of the NHS with a budget of £3.5 billion and serving a population of 6.3 million. She held this position from 1997 to 2001 during which time she also served as a member of the Policy Board for the NHS. In 1993, Manzoor became a member of the Commission for Racial Equality, then later Deputy Chairman until 1995. Baroness Manzoor from 2003 to 2011 worked for the Legal Services Ombudsman for England and Wales. In 2019, Manzoor took up the position of Chair of the Board at the Financial Ombudsman Service.

Paul George – Independent Non-Executive Director (Aged 60)

Paul is an experienced auditor, with expertise in reporting and governance having spent 16 years as an executive director at the Financial Reporting Council (FRC) until 2020, where he was most recently responsible for corporate governance and reporting. Prior to the FRC, Paul was an executive director of MCG PLC and an audit partner at KPMG. Paul is also a partner of Board Excellence Ltd, a business providing Board advisory services, and currently acts as a non-executive director for several companies.

David George Philip Cholmondeley, 7th Marquess of Cholmondeley – Non-Executive

Director (Aged 61)

Since 1990, he has been the Lord Great Chamberlain of England, and titular representative of HM the Queen in Parliament. David was appointed Knight Cross of the Victorian Order in 2010, and Deputy Lieutenant of Norfolk in 2016. David runs one of the largest organic enterprises in the country. David is a chairman and trustee for a number of UK charitable organisations.

Indraneil (Neil) Mahapatra – Cofounder and Non-Executive Director (Aged 41)

Neil is a cofounder of Equinox and is also a Managing Partner at Kingsley Capital Partners LLP, a multifamily office based in London, where he is responsible for sourcing and managing investments across all sectors. Neil has worked in finance since 2003, for both J Rothschild Capital Management (RIT Capital Partners PLC) and Morgan Stanley. Through Kingsley, Neil has founded several businesses. Within the legalised cannabis sector, this also includes Oxford Cannabinoid Technologies Holdings PLC. Neil holds a BA, MA in Biological Sciences from Oxford University and an MBA from Harvard Business School.

IMPORTANT NOTICES

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN, IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL.

This announcement does not constitute, or form part of, any offer or invitation to sell, allot or issue, or any solicitation of any offer to purchase or subscribe for, any securities in the Company in any jurisdiction nor shall it, or any part of it, or the fact of its distribution, form the basis of, or be relied on in connection with or act as an inducement to enter into, any contract or commitment therefor. 

Recipients of this announcement who are considering subscribing for or acquiring Shares following publication of the Admission Document are reminded that any such acquisition or subscription must be made only on the basis of the information contained in the final Admission Document, which may be different from the information contained in this announcement. No reliance may be placed, for any purpose whatsoever, on the information or opinions contained in this announcement or on its completeness. To the fullest extent permitted by applicable law or regulation, no undertaking, representation or warranty, express or implied, is given by or on behalf of the Company, finnCap or States Bridge Capital Ltd or their respective parent or subsidiary undertakings or the subsidiary undertakings of any such parent undertakings or any of their respective directors, officers, partners, employees, agents, affiliates, representatives or advisers or any other person as to the accuracy, sufficiency, completeness or fairness of the information, opinions or beliefs contained in this announcement and, save in the case of fraud, no responsibility or liability is accepted by any of them for any errors, omissions or inaccuracies in such information or opinions or for any loss, cost or damage suffered or incurred, howsoever arising, from any use, as a result of the reliance on, or otherwise in connection with this announcement.  

The date of Admission may be influenced by factors such as market conditions. There is no guarantee that the Admission Document will be published or that the Placing and Admission will occur, and you should not base your financial decisions on the Company's intentions in relation to the Placing and Admission at this stage. Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing all of the amount invested. The value of shares can decrease as well as increase. This announcement does not constitute a recommendation concerning the Placing. Persons considering an investment in such investments should consult an authorised person specialising in advising on such investments.

finnCap, which is authorised and regulated in the United Kingdom by the FCA, is acting as nominated adviser, broker and joint bookrunner to the Company in connection with the proposed Placing and Admission and will not be acting for any other person (including a recipient of this document) or otherwise be responsible to any person for providing the protections afforded to clients of finnCap or for advising any other person in respect of the proposed Placing or any transaction, matter or arrangement referred to in this announcement. finnCap’s responsibilities as the Company’s nominated adviser and broker under the AIM Rules for Nominated Advisers are owed solely to London Stock Exchange and are not owed to the Company or to any Director or to any other person in respect of his decision to acquire shares in the Company in reliance on any part of this document. 

States Bridge Capital Ltd which is an appointed representative of City and Westminster Corporate Finance LLP which is authorised and regulated in the United Kingdom by the FCA, is acting as corporate adviser exclusively for the Company in connection with the proposed Placing and Admission and is not acting for any other person (including any recipient of this Document) or otherwise responsible to any person for providing the protections afforded to clients of States Bridge Capital Ltd or for advising any other person in respect of the proposed Placing and Admission or any transaction, matter or arrangement referred to in this document.

Forward-looking statements

This announcement includes statements that are, or may be deemed to be, “forward-looking statements”. These forward-looking statements can be identified by the use of forward-looking terminology, including the terms “believes”, “estimates”, “plans”, “projects”, “anticipates”, “expects”, “intends”, “may”, “will”, or “should” or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. These forward-looking statements include all matters that are not historical facts. They include, but are not limited to, statements regarding the Company's and the members of its group's ("Group") intentions, beliefs or current expectations concerning, among other things, the Group’s results of operations, financial position, liquidity, prospects, growth, strategies and expectations of the industry in which the Group operates. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances. Forward-looking statements are not guarantees of future performance and the development of the markets and the industry in which the Group operates, may differ materially from those described in, or suggested by, the forward-looking statements contained in this announcement. In addition, even if the development of the markets and the industry in which the Group operates are consistent with the forward-looking statements contained in this document, those developments may not be indicative of developments in subsequent periods. A number of factors could cause developments to differ materially from those expressed or implied by the forward-looking statements including, without limitation, general economic and business conditions, industry trends, competition, commodity prices, changes in regulation, currency fluctuations, changes in its business strategy, political and economic uncertainty and other factors. Any forward-looking statements in this announcement reflect the Group’s current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Group’s operations and growth strategy. Investors should specifically consider the factors identified in the Admission Document which could cause results to differ before making an investment decision. Subject to the requirements of applicable law or regulation (including the UK Market Abuse Regulation and the AIM Rules for Companies), the Group undertakes no obligation publicly to release the result of any revisions to any forward-looking statements in this announcement that may occur due to any change in the Company’s expectations or to reflect events or circumstances after the date of this announcement.