C4X Discovery : Delisting Circular

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this Document or as to the action you should take, you are recommended to seek advice from your solicitor, accountant or other independent financial adviser authorised under the Financial Services and Markets Act 2000 (as amended) if you are in the United Kingdom or, if not, by another appropriately authorised independent financial adviser.

If you sell or transfer or have sold or transferred all of your Ordinary Shares, please forward this Document as soon as possible to the purchaser or transferee or to the bank, stockbroker or other agent through or to whom the sale or transfer was effected for onward transmission to the purchaser or transferee. If you sell or have sold or otherwise transferred only part of your holding of Ordinary Shares, please consult the bank, stockbroker or other agent through whom the sale or transfer was effected as to the action you should take.

The Company and the Directors, whose names appear on page 5 of this document, accept responsibility for the information contained in this document. To the best of the knowledge and belief of the Company and the Directors the information contained in this document is in accordance with the facts and does not omit anything likely to affect the import of such information.

C4X DISCOVERY HOLDINGS PLC

Incorporated in England and Wales with registered number 09134041

Proposed voluntary cancellation of admission of Ordinary Shares to trading on AIM

Re-Registration as a Private Limited Company

and

Notice of General Meeting

Nominated Adviser and Broker

Panmure Gordon (UK) Limited

Notice of the General Meeting of C4X Discovery Holdings plc, to be held at 11.00 a.m. on 15 April 2024 at the offices of Panmure Gordon (UK) Limited, 40 Gracechurch Street, London EC3V 0BT, is set out at the end of this document. Please note you will not receive a Form of Proxy, but instead shareholders are encouraged to appoint a proxy online viawww.signalshares.com. If you have not previously registered, you can do so by using your Investor Code ("IVC"), which can be found on your share certificate, or you can obtain it from our registrar, Link Group (contact details set out in the notes to the Notice of General Meeting). To be effective, the proxy vote must be submitted atwww.signalshares.comso as to have been received by the Company's registrars by no later than 11.00 a.m. on 11 April 2024. Alternatively, you can vote via the LinkVote+ app, CREST, Proxymity or by requesting a Form of Proxy from Link Group. The completion of a proxy appointment will not prevent you from attending and voting at the General Meeting in person, if you so wish (and are so entitled). A summary of the action to be taken by Shareholders is set out in the letter from the Chairman of C4X Discovery Holdings plc included in this document and in the Notice of General Meeting. This document is being supplied to you solely for your information and may not be reproduced, redistributed or passed to any other person or published in whole or in part for any purpose.

This Document should be read in its entirety. Your attention is drawn to the letter from the Executive Chairman of the Company set out in Part I of this Document which includes a recommendation of the Directors that you vote in favour of the Resolutions to be proposed at the General Meeting referred to below.

This Document contains a number of forward-looking statements relating to the Company. The Company considers any statements that are not historical facts as "forward-looking statements". They relate to events and trends that are subject to risks and uncertainties that could cause the actual results and financial position of the Company to differ materially from the information as presented in the relevant forward-looking statement. When used in this document the words "estimate", "project", "intend", "aim", "anticipate", "believe", "expect", "should", and similar expressions, as they relate to the Company or the management of it, are intended to identify such forward-looking statements. Readers are cautioned not to place undue reliance on these forward- looking statements which speak only as at the date of this document. The Company does not undertake any obligation publicly to update or revise any of the forward-looking statements, whether as a result of new information, future events or otherwise, save in respect of any requirement under applicable laws, the AIM Rules and other regulations.

The appointment of a proxy will not preclude Shareholders from attending and voting at the General Meeting in person should they so wish.

The release, publication or distribution of this Document in, into or from jurisdictions other than the United Kingdom may be restricted by the laws of those jurisdictions and therefore persons into whose possession this Document comes should inform themselves about, and observe, such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities laws of any such jurisdiction. This Document does not constitute an offer to sell or issue, nor the solicitation of an offer to buy or subscribe for, shares in any jurisdiction in which such offer or solicitation is unlawful.

CONTENTS

EXPECTED TIMETABLE OF PRINCIPAL EVENTS 3

DIRECTORS AND ADVISERS 4

DEFINITIONS 5

PART I - LETTER FROM THE EXECUTIVE CHAIRMAN 7

PART II - PRINCIPAL EFFECT OF RE-REGISTRATION AND

ADOPTION OF NEW ARTICLES ON SHAREHOLDERS 16

PART III - NOTICE OF GENERAL MEETING 18

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Event
Announcement of proposed Cancellation, Re-registration	27 March 2024
and adoption of New Articles
Publication and posting of this Document	27 March 2024
Latest time for receipt of proxy appointments in respect of	11.00 a.m. on 11 April 2024
the General Meeting
General Meeting	11.00 a.m. on 15 April 2024
Announcement of result of General Meeting
Last day of dealings in Ordinary Shares on AIM
Cancellation	7.00 a.m. on 26 April 2024
Commencement of Matched Bargain Facility	26 April 2024
Expected re-registration as a private company	week commencing 29 April 2024
Notes:

Time and/or date(1)(2)

• 15 April 2024

• 25 April 2024

• (1) All of the times referred to in this Document refer to London time, unless otherwise stated.

• (2) The timetable above assume that the Resolutions set out in the Notice of General Meeting are passed. Events listed in the above timetable following the General Meeting are conditional on the Resolutions being passed at the General Meeting without amendment.

• (3) Each of the times and dates in the above timetable is subject to change. If any of the above times and/or dates change, the revised times and dates will be notified to Shareholders by an announcement through a Regulatory Information Service.

DIRECTORS AND ADVISERS

DirectorsRegistered officeNominated Adviser and Joint Broker

Legal advisers to the Company

Dr Clive Dix, Executive Chairman

Bradley (Brad) Hoy, Chief Financial Officer Bhavna Hunjan, Chief Business Officer

Dr Simon Harford, Non-Executive Director

Dr Alexander (Alex) Stevenson, Non-Executive Director Natalie Walter, Non-Executive Director

Manchester One

53 Portland Street Manchester M1 3LD

Panmure Gordon (UK) Limited 40 Gracechurch Street London

EC3V 0BT

Schofield Sweeney Church Bank House Church Bank Bradford BD1 4DY

Registrars

Link Group Central Square

29 Wellington Street Leeds

LS1 4DL

DEFINITIONS

The following definitions apply throughout this Document, unless the context requires otherwise:

"AIM"	AIM, the market operated by the London Stock Exchange;
"AIM Rules"	the rules and guidance for companies whose shares are
admitted to trading on AIM entitled "AIM Rules for Companies"
published by the London Stock Exchange, as amended from
time to time;
"Business Day"	a day (excluding Saturdays, Sundays and public holidays in
England and Wales) on which banks are generally open for the
transaction of normal banking business in London;
"Cancellation"	the cancellation of admission of the Ordinary Shares to trading
on AIM in accordance with Rule 41 of the AIM Rules, subject to
passing of the Cancellation Resolution;
"Cancellation Resolution"	Resolution 1 to be proposed at the General Meeting;
"Companies Act"	the Companies Act 2006 (as amended from time to time);
"Company" or "C4X"	C4X Discovery Holdings plc, a company incorporated in
England and Wales with registered number 09134041 and
having its registered office at Manchester One, 53 Portland
Street, Manchester, M1 3LD;
"CREST"	the relevant system (as defined in the CREST Regulations) in
respect of which Euroclear is the operator (as also defined in
the CREST Regulations);
"CREST Regulations"	the Uncertificated Securities Regulations 2001 (SI2001/3755),
(as amended from time to time);
"Current Articles"	the articles of association of the Company at the date of this
Document;
"Directors" or "Board"	the directors of the Company, whose names are set out on
page 4 of this Document;
"Disclosure Guidance and	the disclosure rules and transparency rules made by the UK
Transparency Rules"	Financial Conduct Authority pursuant to section 73A of FSMA;
"Document"	this document, containing information regarding the
Cancellation, the Re-registration, the Proposed Fundraising, the
adoption of the New Articles and the General Meeting;
"Existing Ordinary Shares"	the 252,227,097 existing Ordinary Shares in the capital of the
Company as at the date of this Document;
"Form of Proxy"	the form of proxy for use by Shareholders in connection with
the General Meeting which may be requested from Link Group;
"FSMA"	the Financial Services and Markets Act 2000 (as amended
from time to time);
"General Meeting"	the general meeting of the Company convened for 11.00 a.m.
on 15 April 2024 and any adjournment thereof, notice of which
is set out at the end of this Document;
"Group"	C4X Discovery Holdings and its subsidiary undertakings (as
such term is defined in section 1162 of the Companies Act)
from time to time;
"IPO"	initial public offering;
"Lombard Odier"	means Lombard Odier Asset Management (Europe) Limited,
acting as discretionary investment manager or sub-adviser for
and on behalf of certain funds and accounts managed by it
5

and/or agent of Lombard Odier Asset Management (USA)
Corp acting in its capacity as discretionary investment
manager for and on behalf of certain funds and accounts
managed by it;
"London Stock Exchange"	London Stock Exchange plc;
"Major Shareholder"	any of Richard Griffiths, Lombard Odier or Polar Capital LLP;
"Major Shareholding"	means any Major Shareholder (together with any companies
which are owned and controlled by that Major Shareholder)
which, in aggregate, holds more than ten per cent. of the
ordinary shares from time to time;
"Matched Bargain Facility"	the unregulated matched bargain trading facility to be provided
by Asset Match which the Company intends to implement for
the trading of Ordinary Shares following Cancellation;
"New Articles"	the new articles of association of the Company proposed to be
adopted pursuant to Resolution 2 to be proposed at the
General Meeting with the principal differences between the
Current Articles and the proposed New Articles summarised in
Part II of this Document, a copy of which can be viewed at
www.c4xdiscovery.com;
"Notice of General Meeting" or	the notice of the General Meeting which is set out at the end of
"Notice"	this Document;
"Ordinary Shares"	the ordinary shares in the capital of the Company of £0.01
each and "Ordinary Share" means any one of them;
"Panel"	the Panel on Takeovers and Mergers;
"Panmure Gordon"	Panmure Gordon (UK) Limited;
"Registrars"	Link Group of Central Square, 29 Wellington Street, Leeds,
LS1 4DL;
"Regulatory Information Service"	has the meaning given to it in the AIM Rules for any of the
services approved by the London Stock Exchange for the
distribution of AIM announcements;
"Re-registration"	the proposed re-registration of the Company as a private
limited company;
"Re-registration Resolution"	Resolution 2 to be proposed at the General Meeting;
"Resolutions"	the resolutions to be proposed at the General Meeting;
"Shareholders"	holders of Ordinary Shares from time to time and
"Shareholder" means any one of them;
"Takeover Code"	the City Code on Takeovers and Mergers;
"UK MAR"	Regulation (EU) (No 596/2014) of the European Parliament and
of the Council of 16 April 2014 on market abuse to the extent
that it forms part of the domestic law of the United Kingdom
including by virtue of the European Union (Withdrawal) Act
2018 (as amended from time to time);
"United Kingdom" or " UK"	the United Kingdom of Great Britain and Northern Ireland;
"Warrants"	warrants to subscribe for, in aggregate, 99,169,286 Ordinary
Shares constituted by a warrant instrument entered into by the
Company dated 21 October 2020;
"Warrantholder"	any person who holds a Warrant; and
A reference to "£"	pounds sterling, being the lawful currency of the UK.
6

PART I

LETTER FROM THE EXECUTIVE CHAIRMAN OF

C4X DISCOVERY HOLDINGS PLC

C4X DISCOVERY HOLDINGS PLC

(Incorporated and registered in England and Wales with registered no. 09134041)

Manchester One

53 Portland Street Manchester M1 3LD

Directors:

Dr Clive Dix, Executive Chairman

Bradley (Brad) Hoy, Chief Financial Officer Bhavna Hunjan, Chief Business Officer

Dr Simon Harford, Non-Executive Director

Dr Alexander (Alex) Stevenson, Non-Executive Director Natalie Walter, Non-Executive Director

27 March 2024

Dear Shareholder

PROPOSED VOLUNTARY CANCELLATION OF ADMISSION OF ORDINARY SHARES TO

TRADING ON AIM

RE-REGISTRATION AS A PRIVATE LIMITED COMPANY

AND NOTICE OF GENERAL MEETING

1. INTRODUCTION

On 27 March 2024 the Company announced that the Board intends to seek Shareholder approval for the voluntary cancellation of admission of the Company's Ordinary Shares to trading on AIM and the re-registration of the Company as a private company.

This decision follows an extensive review and deliberation by the Board regarding the most effective way to maximise Shareholder value in the longer term and increase the potential for the long-term success of the Company. The Board concluded that it is in the best interests of the Company and its Shareholders to seek Shareholder approval for the Cancellation and for the Company to be re-registered as a private limited company.

The Company is seeking Shareholder approval for the Cancellation and Re-registration at the General Meeting, which has been convened for 11.00 a.m. on 15 April 2024 at the offices of Panmure Gordon (UK) Limited, 40 Gracechurch Street, London EC3V 0BT. The Company is also seeking Shareholder approval at this General Meeting for the adoption of the New Articles.

If the Cancellation Resolution is passed at the General Meeting, it is anticipated that the Cancellation will become effective at 7.00 a.m. on 26 April 2024. The Cancellation Resolution is conditional, pursuant to Rule 41 of the AIM Rules, upon the approval of Shareholders holding not less than 75 per cent. of the votes cast by Shareholders (whether present in person or by proxy) at the General Meeting, notice of which is set out at the end of this Document.

The Company has received irrevocable undertakings from Richard Griffiths, Polar Capital LLP and the Directors, and a non-binding letter of intent from Lombard Odier as set out in paragraph 9 of this Document, representing approximately 57.0 per cent. of the Company's issued share capital, to vote in favour of the Resolutions.

In accordance with Rule 41 of the AIM Rules, the Company has notified the London Stock Exchange of the date of the proposed Cancellation which is expected to become effective at 7.00 a.m. on 26 April 2024.

The purpose of this Document is to provide information on the background to and reasons for the proposed Cancellation and the Re-registration, to explain the consequences of the Resolutions and provide reasons why the Directors unanimously consider the Resolutions to be in the best interests of the Company and its Shareholders as a whole.

The Notice of the General Meeting is set out at the end of this Document.

2. BACKGROUND AND STRATEGIC CONTEXT

The Company's Ordinary Shares have been admitted to trading on AIM since its IPO in 2014, and during this time the Company has successfully raised c.£63.0 million through primary and secondary fund raises to support the ongoing requirements and growth of the business. Following the Company's strategic pivot to focus on immuno-inflammatory diseases, as announced last year, the Directors have continued to consider the Company's opportunities for value creation and optimal capital structure and believe that having access to larger quantum of funding than has historically been available to the Company through its AIM listing would allow it to pursue a greater number of opportunities to key value inflexion points. The Directors believe that as a private company, C4X will potentially have access to a wider range of investors to pursue more opportunities to develop and build its pipeline and advance its focused portfolio towards, and potentially into, the clinic. Further details as to the reasons for the Cancellation are set out in Paragraph 3 of this Part I below.

C4X has a successful track record of out-licensed pre-clinical assets to world-leading pharmaceutical companies. The Company has signed three deals which have in total generated $55 million to date demonstrating its scientific and deal-making capabilities:

l

In November 2022, AstraZeneca signed a world-wide exclusive agreement worth up to $400 million for C4XD's NRF2 Activator programme; the first milestone payment of $11 million was received in February 2024.

l

In April 2021, Sanofi signed a world-wide exclusive agreement for the Company's oral pre-clinical IL-17A inhibitor programme worth up to €414 million; the first milestone payment of €3 million was received in July 2022.

l

In March 2018, Indivior signed a licensing agreement for C4XD's Orexin-1 Receptor Antagonist Programme which it subsequently acquired in July 2023 for £15.95 million.

With immuno-inflammatory drug discovery expertise at the core, C4XD is building a valuable and commercially relevant, small-molecule drug portfolio with Best-in-Class and First-in-Class potential to treat patients across a range of immuno-inflammatory diseases. Its lead programme is a series of oral small molecule inhibitors of the α4β7 integrin with the potential to deliver a low dose Best-In-Class α4β7 integrin inhibitor therapy for the treatment of inflammatory bowel disease ("IBD").

The Company is in a financially robust position, with a cash balance as at 29 February 2024 of c.£20.8 million, and the potential for further milestone payments upon successful development over the next 18 months.

The Company continues to advance its portfolio of early-stage discovery immuno-inflammatory projects towards lead optimisation and develop its pipeline of targets across a range of immuno-inflammatory diseases. With potential to access to greater funding, which the Directors believe will be more easily achieved as a private company, C4X plan to utilise additional resources to pursue multiple opportunities and identify targets with the highest potential to progress novel series into lead optimisation and beyond, thereby providing greater value for shareholders. These projects target clear unmet medical need, combined with significant commercial potential. As C4X progresses its lead programme through the discovery phase towards and potentially into the clinic, with a clear focus on immuno-inflammatory diseases, the Board felt it necessary to address the perceived under-valuation of the business in the public markets and the potential inability to access the future funding that the Board believes is required to allow C4X to flourish as further explained below.

3. PROPOSED CANCELLATION AND RE-REGISTRATION

Following an extended period of weak share price performance and low liquidity in the Company's shares, the Company has conducted an extensive review of the benefits and drawbacks to the Company retaining the admission of its Ordinary Shares to trading on AIM. The Directors believe that Cancellation is in the best interest of the Company and its Shareholders as a whole. In reaching this conclusion, the Directors have considered the following key factors:

l

Despite the Company's positive momentum, streamlined portfolio, successful license agreements, focused strategy and robust balance sheet, the Directors believe the current market capitalisation of the Company does not reflect these positive achievements nor the underlying prospects of the business. Consequently, the Directors are of the view that, as a private company, C4X will be able to realise a greater valuation for the Company's programmes, and the business as a whole, which would serve in the best interest of Shareholders.

l

The challenging financial market conditions in recent years, combined with a limited free float and lack of liquidity of the Ordinary Shares, has negatively impacted the share price of C4X and therefore its market capitalisation which the Directors believe does not accurately reflect the Company's value.

l

The Directors are therefore of the opinion that raising further significant equity through public markets would be challenging in the short or medium term, and potentially may not be at a valuation that is acceptable to Shareholders or at all. Additionally, the Directors believe, admission of the Ordinary Shares to trading on AIM does not, in itself, offer investors the opportunity to trade in meaningful volumes or with frequency within an active market.

l

The Directors believe that C4X's growth prospects and ability to execute its immuno-inflammation strategy will be best accomplished as a private company due to:

• o wider access to a greater pool of investors as a private company who are more likely to support an increased scale of the business and provide opportunity for the creation of increased Shareholder value; and

• o investors which are likely to include venture capital and specialist investors, who the Directors believe have greater appetite for drug discovery companies such as C4X who do not have regular revenue streams and who are subject to research, development and clinical trial costs and risks.

l

The Directors believe re-registering as a private company potentially enables access to a larger quantum of future funding required to accelerate the Company's strategy and facilitate the Company's to drive towards discovery and development inflection points with a view to maximising revenue from its portfolio.

l

The considerable cost of maintaining admission to trading on AIM, including fees payable to its professional advisers, including the nominated adviser and broker, AIM fees payable to the London Stock Exchange as well as incremental legal, insurance, accounting and auditing fees, along with the considerable amount of management time and regulatory burden associated with maintaining the Company's admission to trading on AIM are, in the Directors' opinion, disproportionate to the benefits to the Company. The Directors believe the time and cost savings associated with the Cancellation and Re-registration could be better utilised for the benefit of the Company and its Shareholders.

l

The Company has obtained indications of support for the Cancellation from its largest shareholders representing 56.2 per cent. of the Company's current issued share Capital. Further details are set out in paragraph 9 of this Part I.

Accordingly, the Directors are of the view that the continued admission of the Ordinary Shares to trading on AIM is unlikely to provide the Company with the optimal platform to access further significant capital in the future. As a result of this review and following careful consideration, the Board considers the disadvantages associated with maintaining the admission of the Ordinary Shares to trading to be disproportionately high when compared to the perceived benefits of being listed on AIM and therefore the Board has unanimously concluded that the proposed Cancellation and Re-registration is in the best interests of the Group and its Shareholders as a whole.

4. PROCESS FOR, AND PRINCIPAL EFFECTS OF, THE CANCELLATION

The Company welcomes all Shareholders who wish to remain shareholders of C4X in the event of Cancellation. However, the Directors are aware that certain Shareholders may be unable, or unwilling, to hold Ordinary Shares in a private company in the event that the Cancellation is approved and becomes effective. Such Shareholders may consider selling their Ordinary Shares in the market prior to the Cancellation becoming effective. Alternatively, should the Cancellation become effective, theCompany intends to implement a Matched Bargain Facility with a third party who would facilitate Shareholders buying and selling Ordinary Shares on a matched bargain basis following Cancellation (please refer to paragraph 5 of this Part I of this Document for more detail).

Rule 41 of the AIM Rules requires any AIM company that wishes the London Stock Exchange to cancel the admission of its shares to trading on AIM to notify shareholders and to separately inform the London Stock Exchange of its preferred cancellation date at least 20 clear business days prior to such date. In accordance with AIM Rule 41, the Directors have notified the London Stock Exchange of the Company's intention, subject to the Cancellation Resolution being passed at the General Meeting, to cancel the Company's admission of its Ordinary Shares to trading on AIM on 26 April 2024. Accordingly, if the Cancellation Resolution is passed at the General Meeting, the Cancellation will become effective at 7.00 a.m. on 26 April 2024.

If the Cancellation becomes effective, Panmure Gordon will cease to be nominated adviser of the Company pursuant to the AIM Rules and the Company will no longer be required to comply with the AIM Rules however the Company will remain subject to the Takeover Code.

Under the AIM Rules, it is a requirement that the Cancellation must be approved via a special resolution by Shareholders holding not less than 75 per cent. of votes cast by Shareholders at the General Meeting. Accordingly, the Notice of General Meeting set out at the end of this Document contains a special resolution to approve the Cancellation.

The principal effects of the Cancellation will include the following:

l

as a private company, there will be no formal market mechanism enabling the Shareholders to trade in the Ordinary Shares;

l

there will be no formal market quote or live pricing for the Ordinary Shares, therefore it may be more difficult to sell Ordinary Shares compared to shares of companies admitted to trading on AIM (or any other recognised market or trading exchange);

l

it is possible that immediately following the publication of this Document, the liquidity and marketability of the Ordinary Shares may be significantly reduced and their value adversely affected (however, as set out above, the Directors believe that the existing liquidity in the Ordinary Shares is in any event limited);

l

the regulatory and financial reporting regime applicable to companies whose shares are admitted to trading on AIM will no longer apply albeit the Company will remain subject to the Takeover Code;

l

l

Shareholders will no longer be afforded the protections given by the AIM Rules, such as the requirement to be notified of price sensitive information or certain events and the requirement that the Company seek shareholder approval for certain corporate actions, where applicable, including substantial transactions, reverse takeovers, related party transactions and fundamental changes in the Company's business, including certain acquisitions and disposals; the levels of disclosure and corporate governance within the Company will not be as stringent as for a company quoted on AIM. However, the Company intends to continue to communicate information to Shareholders in the form of newsletters, updates and via the Company website (see below);

l

the Company will no longer be subject to UK MAR regulating inside information and other matters;

l

the Company will no longer be required to publicly disclose any change in major shareholdings in the Company under the Disclosure Guidance and Transparency Rules;

l

Panmure Gordon will cease to be nominated adviser to the Company for the purpose of the AIM Rules;

l

whilst the Company's CREST facility will remain in place immediately post the Cancellation, the Company's CREST facility may be cancelled in the future and, although the Ordinary Shares will remain transferable, they may cease to be transferable through CREST (in which case, Shareholders who hold Ordinary Shares in CREST will receive share certificates);

l

stamp duty will be due on transfers of shares and agreements to transfer shares unless a relevant exemption or relief applies to a particular transfer; and

10