EX-99.2 3 ea186361ex99-2_incannex.htm ASX ANNOUNCEMENT, DATED OCTOBER 05, 2023 IHL SCHEME BOOKLET REGISTERED WITH ASIC

Exhibit 99.2

 

Date: October 5, 2023

Public Announcement (NASDAQ: IXHL) (ASX: IHL)

 

SCHEME BOOKLET REGISTERED WITH ASIC

 

Incannex Healthcare Limited (ASX:IHL) (Incannex) refers to its announcement released earlier today regarding:

 

the proposed acquisition of Incannex by Incannex Healthcare Inc. (Incannex US) pursuant to schemes of arrangement between Incannex and its shareholders (Share Scheme) and Incannex and its optionholders (Option Scheme and together with the Share Scheme, the Schemes); and

 

the orders made by the Federal Court of Australia (Court) that Incannex convene meetings of Incannex shareholders (Share Scheme Meeting) and Incannex optionholders (Option Scheme Meeting) to consider and vote on the Share Scheme and Option Scheme, respectively (Scheme Meetings) and approving the dispatch of an explanatory statement providing information about the Schemes, together with notice of meeting for each of the Scheme Meetings (together, the Scheme Booklet), to Incannex shareholders and Incannex optionholders.

 

Scheme Booklet

 

Incannex confirms that the Australian Securities and Investments Commission has registered the Scheme Booklet. A copy of the Scheme Booklet is attached to this announcement and will also be made available on Incannex’s website at https://www.incannex.com/.

 

The Scheme Booklet is expected to be dispatched to Incannex shareholders and Incannex optionholders on or before 9 October2023. For details of how you will receive your Scheme Booklet, please refer to Incannex’s announcement released earlier today.

 

Independent Expert’s Report and Directors’ Recommendation

 

The Scheme Booklet includes a copy of the independent expert’s report prepared by Findex Corporate Finance (Aust) Ltd (Independent Expert), which concludes that the Share Scheme is in the best interest of Incannex shareholders, and also that the Option Scheme is in the best interest of Incannex optionholders. The conclusion of the Independent Expert should be considered in the context of the full Independent Expert’s report (which is included as Annexure A of the Scheme Booklet) and the Scheme Booklet.

 

The Directors of Incannex continue to unanimously recommend that:

 

Incannex shareholders vote in favour of the Share Scheme at the Share Scheme Meeting, subject to the Independent Expert continuing to conclude that the Share Scheme is in the best interest of -Incannex shareholders; and

 

Incannex optionholders vote in favour of the Option Scheme at the Option Scheme Meeting, subject to the Independent Expert continuing to conclude that the Option Scheme is in the best interest of Incannex optionholders.

 

Subject to those same qualifications, each Director of Incannex intends to vote, or cause to be voted, all Incannex shares or Incannex options held or controlled by them at the time of the Scheme Meetings in favour of the Share Scheme or Option Scheme (as applicable).

 

Scheme Meetings

 

The Scheme Meetings will be held on Wednesday, 8 November 2023 at the offices of Thomson Geer at Level 23, Rialto South Tower, 525 Collins Street Melbourne, Victoria 3000, with the Share Scheme Meeting beginning at 10:00 am (Melbourne time) and the Option Scheme Meeting beginning at the later of the conclusion of the Share Scheme Meeting and 10:30 am (Melbourne time).

 

 

 

 

Date: October 5, 2023

Public Announcement (NASDAQ: IXHL) (ASX: IHL)

 

Further information on the Scheme Meetings, and information regarding how to participate in, the Scheme Meetings is provided in the notices of meeting for the Scheme Meetings included in the Scheme Booklet.

 

All Incannex shareholders and Incannex optionholders registered as at 7:00pm (Melbourne time) on Monday, 6 November 2023 will be eligible to vote at the relevant Scheme Meeting.

 

All Incannex shareholders and Incannex optionholders are encouraged to vote by attending the relevant Scheme Meeting in person or by attorney or corporate representative, or alternatively by completing and ensuring the proxy form accompanying the Scheme Booklet is received by 10:00 am (Melbourne time) on Monday, 6 November 2023 in respect of the Share Scheme Meeting, and 10:30 am (Melbourne time) on Monday, 6 November 2023 in respect of the Option Scheme Meeting.

 

Further Information

 

Incannex shareholders and optionholders should carefully read the Scheme Booklet in its entirety, including the materials accompanying it, before deciding whether to vote in favour of their respective Scheme. If after reading the Scheme Booklet you have any questions about the Schemes or the Scheme Booklet, please contact the Incannex Schemes Information Line on 1300 429 179 (within Australia) or +61 2 7208 4522 (outside Australia) between 8:30 am and 7:00 pm (Melbourne time) Monday to Friday, excluding public holidays.

 

 

 

 

 

 

Annex A