Rapid Nutrition plc: Reorganisation of Share Capital

London, United Kingdom -  Dec. 9, 2022Rapid Nutrition PLC (Euronext Growth: ALRPD, OTCQB: RPNRF), a natural wellness company focused on organic wholefood-based nutrition and science-based herbal products, announces that a general meeting (the “General Meeting”) has been held at 7.00am AEST (Australian Eastern Standard Time) on 9 December 2022.

All resolutions as set out in the notice dated 21 November 2022 and put to the General Meeting were passed by the shareholders present in person or by proxy and represented at the meeting.

The purpose of the General Meeting was to consider certain ordinary and special resolutions (the “Resolutions”) to effect a reorganisation of Rapid Nutrition’s share capital (the “Reorganisation”).

The Reorganisation comprised a subdivision of each Existing Ordinary Share into one ordinary share of £0.0001 (“New Ordinary Share”) and one deferred share of £0.0099 (the “New Deferred Shares”). The New Deferred Shares will not carry any dividend or voting rights, and holders of New Deferred Shares will only be entitled to a payment on a return of capital on a winding up of the Company after each holder of New Ordinary Shares has received a payment of £1,000,000 in respect of each such share. The New Deferred Shares therefore have effectively no value.

The effective time of the Reorganisation is 7am (UK time) on 13 December 2022. Application has been made for the New Ordinary Shares to be admitted to trading on Euronext, and it is expected that admission will become effective at 7 a.m. on 13 December 2022. There will be 435,935,792 New Ordinary Shares in issue following completion of the Reorganisation. Each holder of New Ordinary Shares holds the same number of ordinary shares as was the case immediately prior to the Reorganisation. Therefore, each shareholder’s percentage interest in the Company’s issued ordinary share capital is unchanged. The New Ordinary Shares have the same rights and restrictions as those currently attached to the Existing Ordinary Shares under the existing articles of association. No new share certificates have been issued as part of the Reorganisation, and the validity of existing share certificates is unaffected.

The New Deferred Shares will not be traded on Euronext or any other market, and no share certificates will be issued in respect of the New Deferred Shares.


About Rapid Nutrition

Dedicated to the development and distribution of premium, science-based health and wellness brands across the globe, Rapid Nutrition shares a wealth of award-winning products with consumers who are passionate about innovations that are “made by nature, refined by science.” Rapid Nutrition’s first-class scientific team matches the experience of its management team to keep both the company and consumers on top of the latest industry trends and developments, while aligning with industry leaders worldwide to deliver effective supplements and solutions. Rapid Nutrition aims to be the supplier of choice globally by offering premium brands with the highest-quality ingredients to deliver maximum results.

For more information, please visit http://rnplc.com 

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This press release contains forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and or otherwise that involve risks, uncertainties and assumptions that could cause Rapid Nutrition PLCs actual results and experience to differ materially from anticipated results and expectations expressed in these forward-looking statements. Rapid Nutrition PLC has in some cases identified forward-looking statements by using words such as "anticipates," "believes," "hopes," "estimates," "looks," "expects," "plans," "intends," "goal," "potential," "may," "suggest," and similar expressions. Rapid Nutrition PLC undertakes no obligation to release publicly the results of any revisions to any such forward-looking statements that may be made to reflect events or circumstances after the date of this press release or to reflect the occurrence of unanticipated events, except as required by applicable law or regulation.

This media information does not constitute an offer to sell, or a solicitation of an offer to buy, any securities. This information does not constitute an offering prospectus within the meaning within the meaning of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 of June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71 or a listing prospectus within the meaning of the listing rules of the Euronext Exchange or OTC Markets. The media release is in accordance with International Reporting Standard: Rule 12g3-2(b) under the Securities Exchange Act ('Rule 12g3-2(b)') permits non-U.S. companies with securities listed primarily on a Qualified Foreign Exchange to make publicly available to U.S investors in English the same information that is made publicly available in their home countries as an alternative to SEC reporting Exchange Act Rule 12g3-2(b).

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