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DJ Ananda Developments Plc Notice of GM

 
TIDMANA 
 
4 September 2018 
 
                            ANANDA DEVELOPMENTS PLC 
 
 
                          ("Ananda" or the "Company") 
 
                           Notice of General Meeting 
 
Ananda Developments Plc announces that notice has today been posted convening a 
general meeting of the Company to be held at the offices of Peterhouse Capital 
Limited, New Liverpool House, 15 Eldon Street, London EC2M 7LD at 10.00am on 21 
September 2018. 
 
Further to the announcement released by the Company earlier today, a General 
Meeting is being convened to seek shareholder approval for the expansion of the 
geographical focus of the Company's strategy to include, inter alia, Italy and 
the United Kingdom. 
 
Notice of the General Meeting has been posted to shareholders and will shortly 
be available on the Company's NEX webpage: https://www.nexexchange.com/member? 
securityid=2074814 
 
The directors of the Company accept responsibility for the contents of this 
announcement. 
 
                                    --ENDS- 
 
Ananda Developments plc                                   +44 (0)739 269 6517 
 
Executive Director 
Melissa Sturgess 
 
Investor Relations                                  ir@anandadevelopments.com 
Jeremy Sturgess-Smith 
 
Peterhouse Capital Limited                                +44 (0)20 7469 0930 
 
Corporate Finance 
Fungai Ndoro 
Mark Anwyl 
 
Corporate Broker 
Lucy Williams 
Duncan Vasey 
 
Celicourt Communications                                  +44 (0)20 7520 9261 
Mark Atelme 
Joanna Boon 
 
Below is an extract from the letter to shareholders attached to the General 
Meeting circular, without material change: 
 
Dear Shareholder 
 
                    ADOPTION OF AMENDED INVESTMENT STRATEGY 
 
Introduction 
 
Earlier today, Ananda announced the conditional acquisition of a 15 per cent. 
stake in Liberty Holistic Technologies Ltd, ("LHT") a UK incorporated company 
which manufactures, hapacÒ, ready to use sachets of pre-ground dried herbs for 
portable vaporisers. LHT expects to launch the hapacÒ product in Italy before 
the end of 2018. Although the Company was established with an investment 
strategy focused specifically on projects and companies in Israel, Canada and 
the Netherlands, the Directors believe that the investment in LHT represents an 
excellent opportunity to gain exposure to the wider Medicinal Cannabis sector 
within Europe, which they believe will benefit Shareholders in the long term. 
The Directors are therefore seeking shareholders' approval to amend the 
Company's investment strategy and broaden its geographic scope. 
 
Accordingly, the Company is convening a General Meeting, at which a resolution 
will be proposed to adopt the Amended Investment Strategy. The purpose of this 
Document is to set out the background to and the reasons for the proposed 
amendment to the Existing Investment Strategy. 
 
Amended Investment Strategy 
 
Ananda was established to invest in the developing market for medicinal or 
therapeutic Cannabis derivatives, or related products, including but not 
limited to nutraceuticals, dietary supplements and cosmetic products which 
contain Cannabis or hemp derived cannabinoids. 
 
At Admission, the Company's strategy was focused specifically on companies, 
projects or products in Israel, Canada and the Netherlands. 
 
The Company has identified what the Directors and the Company's Senior 
Investment Adviser, Dr Eli David Schmell, PhD believe to be an attractive 
opportunity to invest in LHT, a UK incorporated company, which is expected to 
launch its Medicinal Cannabis product in Italy in the coming months. 
 
The Board believes that the investment in LHT is a good opportunity for Ananda 
to gain exposure to the Medicinal Cannabis sector as it develops across Europe. 
The Company is therefore seeking the approval of Shareholders to amend its 
investment strategy to allow the Company to take advantage of opportunities in 
the Medicinal Cannabis sector in any jurisdiction which has well established 
laws in relation to medicinal cannabis and which is a party to the Single 
Convention on Narcotic Drugs 1961, as amended by the 1972 Protocol, the 
Convention on Psychotropic Substances, 1971, and the United Nations Convention 
against Illicit Traffic in Narcotic Drugs and Psychotropic Substances, 1988 
(together, the "UN Drug Conventions"). 
 
The Directors believe that they, together with Dr Schmell, have sufficient 
experience and expertise to allow them to identify, appraise and execute 
attractive investment opportunities in line with the Amended Investment 
Strategy, which will have the potential to increase Shareholder value.  The 
proposed Amended Investment Policy is set out in Appendix I of this Document. 
 
General Meeting 
 
Set out at the end of this Document is the Notice convening the General Meeting 
to be held at 10.00 a.m. on 21st September 2018 at the offices of Peterhouse 
Capital Limited, New Liverpool House, 15 Eldon Street, London, EC2M 7LD , at 
which an ordinary resolution will be proposed. 
 
Action to be Taken 
 
A Form of Proxy for use at the General Meeting is enclosed with this Document. 
The Form of Proxy should be completed and signed in accordance with the 
instructions thereon and returned to the Company's Registrars, SLC Registrars, 
Elder House, St Georges Business Park, Brooklands Road, Weybridge, Surrey 
KT13 0TS as soon as possible, but in any event so as to be received by no later 
than 10.00 a.m. on 19th September 2018. The completion and return of a Form of 
Proxy will not preclude Shareholders from attending the General Meeting and 
voting in person should they so wish. 
 
Recommendation 
 
The Directors consider that adoption of the Amended Investment Strategy is in 
the best interests of the Company and its Shareholders as a whole and 
unanimously recommend Shareholders to vote in favour of the Resolution to be 
proposed at the General Meeting as they intend to do in respect of the 
69,722,222 Ordinary Shares that they collectively hold, representing 21.18 per 
cent of the Ordinary Shares in issue. 
 
Yours faithfully 
 
Melissa Sturgess 
 
ANANDA DEVELOPMENTS PLC 
 
APPENDIX I: AMENDED INVESTMENT STRATEGY 
 
Set out below is the investment strategy which would apply to the Company if 
Shareholder approval is obtained at the General Meeting. 
 
Investment Strategy 
 
The Company has been established to invest in the developing market for 
medicinal or therapeutic Cannabis derivative, or related products, including 
but not limited to nutraceuticals, dietary supplements and cosmetic products 
which contain Cannabis or hemp (Cannabis which contains less than 0.2% 
tetrahydrocannabinol ("THC") derived cannabinoids. The Directors believe that 
the market for products which are based on or contain Cannabis derived 
cannabinoids is growing strongly due to the increased awareness of the benefits 
of cannabinoids to various aspects of health and because they are now legal in 
an increasing number of countries around the world. 
 
Ananda's investment strategy is to invest in companies, projects or products 
that are either progressing medicinal/therapeutic Cannabis research and 
development, are developing or have already developed products and require 
funding to progress plans or commercialise products. Ananda will look to invest 
in companies and projects in Israel, Canada and the Netherlands and in any 
other jurisdictions which have well established laws in relation to medicinal 
cannabis and which are party to the UN Drug Conventions, excluding the United 
States of America. 
 
Whilst the Directors will be principally focused on making investments in 
private businesses and projects, they would not rule out investing in listed 
businesses if that presents, in their judgment, an appropriate opportunity for 
Shareholders. In addition, the Directors will consider the acquisition of a 
business or businesses. The Directors primary objective is to achieve the best 
possible value over time for Shareholders, primarily through capital growth but 
potentially, in the future and only when felt prudent, dividend income. 
 
The Company intends to be an active investor in situations where it can make a 
clear contribution to the progress and development of the investment. In more 
substantial investment opportunities, the Directors expect that the Company 
will be a passive investor. 
 
The Directors believe that their collective experience and that of Dr Schmell, 
the Senior Investment Adviser, together with their extensive network of 
contacts, will assist them in the identification, evaluation and funding of 
appropriate investment opportunities. When necessary, other external 
professionals will be engaged to assist in the due diligence on prospective 
targets and their management teams. The Directors will also consider appointing 
additional directors and /or advisors with relevant experience if the need 
arises. 
 
There will be no limit on the number of projects into which the Company may 
invest, and the Company may invest in a number of propositions or in just one 
investment, which may be deemed to be a reverse takeover pursuant to Rule 58 of 
the NEX Exchange Rules. The Company may need to raise additional funds for 
these purposes and may use both debt and/or equity. 
 
It is anticipated that returns to Shareholders will be delivered initially 
through appreciation in the price of the Ordinary Shares rather than via 
dividends or other forms of capital distribution. In addition, there may be 
opportunities to spin out businesses privately or via IPO where Shareholders 
may be able to benefit via distributions of cash and/or shares and/or rights to 
subscribe in listings. It is anticipated that the Company will hold investments 
for the medium to long term, although where opportunities exist for shorter 
term gains the Company may take advantage of such opportunities. 
 
The Directors have been advised that that under section 20 of MDA 1971, a 
person or corporate body may commit a potential offence in the UK if they 

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DJ Ananda Developments Plc Notice of GM -2-

assist in or induce the commission in any place outside the UK of "an offence 
punishable under the corresponding laws" in force in that place; such actual 
offence is only committed if it is punishable in the jurisdiction in which it 
is commissioned. As the Company intends to ensure that its activities will be 
lawful under the laws of the jurisdiction in which they take place and that any 
such jurisdictions shall be signatories to the UN Drug Conventions on 
narcotics, the Directors believe that the Company's implementation of its 
investment strategy will not amount to "an offence punishable under the 
corresponding laws" and as such, no offence will be committed under section 20 
of MDA 1971. 
 
The Directors have been advised that as no offence is committed under section 
20 of the MDA 1971, there would be no liability to a section 19 MDA 1971 
offence, which details the arguably similar offence of incitement to commit an 
offence under other provisions of the MDA 1971. 
 
The Directors are also aware that under the POCA 2002, an individual commits a 
potential offence if they (a) conceal, convert or transfer criminal property, 
(b) enter into or become involved in an arrangement to launder and/or (c) use, 
acquire or possess criminal property, in the UK; however, under the SOCPA 2005, 
an activity outside of the UK that would usually be criminal under UK 
Legislation no longer constitutes an offence, subject to such activity being a 
lawful activity in the jurisdiction in which it took place. Given that the 
Company intends to ensure its activities are lawful in the jurisdiction in 
which they take place, the Directors believe that any receipt by the Company of 
dividends from companies in which the Company has invested shall not amount to 
an offence under the POCA 2002 in the UK. 
 
The main business activities of the Company will be its investments into those 
companies or projects conducting the lawful production of and research into 
Medicinal Cannabis in jurisdictions that are internationally recognised as 
having well-developed and reputable laws and regulations for the research and 
production of Cannabis and comply with the UN Drug Conventions . The Board is 
aware of its legal duty to ensure that such activities are lawful and as such, 
will carefully consider each proposed investment to be made and its compliance 
with UK Legislation and seek appropriate legal advice in the UK and the 
jurisdiction in which the investee Company is incorporated prior to completing 
any investment. 
 
Shareholders' attention is drawn to the risk factors set out in Part II of the 
Company's Admission Document dated 21 June 2018 which is available on the 
Company's website at http://www.anandadevelopments.com/. 
 
 
 
END 
 

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September 04, 2018 11:05 ET (15:05 GMT)