World High Life is working to identify investment opportunities in the Medicinal Cannabis, Hemp and CBD sectors globally, with a particular interest in the European and Canadian markets.
Our investment strategy is focused on markets that are internationally recognised as having well-developed and reputable laws and regulations relating to the research and production of Medicinal Cannabis, Hemp and CBD; as well as therapeutic Cannabis derivatives including nutraceuticals, dietary supplements and cosmetic products.
WHL believe that there are numerous investment opportunities within the CBD wellness industry, the Hemp industry and the Medicinal Cannabis industry. The Company will undertake due diligence on investment opportunities encompassing the breadth of the Medicinal Cannabis, Hemp and CBD Sectors including their ancillary industries and services including, but not limited to:
- the cultivation of Cannabis and Hemp;
- the manufacture and distribution of Medicinal Cannabis, Hemp and CBD products;
- pharmacology commercialisation of Medicinal Cannabis, Hemp and CBD;
- professional prescription by practitioners and after care as it relates to Medicinal Cannabis;
- statistical management, laboratory testing and compliance in respect of Medicinal Cannabis, Hemp and CBD sectors; and
- the development of CBD within the wellness sector including retail products such as patches, topical ointments, tinctures, beverages, powdered supplements as well as vaping capsules, e-liquids and oils.
Geographically, World High Life believe that significant opportunities exist:
- in Europe, to capitalise on the existing Medicinal Cannabis, CBD and Hemp industries, the ancillary services such as advisory firms and the large market potential as result of the trend towards deregulation as it relates to Medicinal Cannabis, with no less than 13 countries having allowed or are currently discussing the use of Cannabis for medical reasons;
- in Canada, where the estimated total market size of Medicinal Cannabis is expected to reach CAD$2.35 billion dollars by 2025 (up from CAD$600 million in 2017);
- in Africa and South America, where low cost production of Medicinal Cannabis and Hemp can be achieved in conjunction with the building and operating plants to create derivative products for the wellness and medical markets;
- in Israel, where a number of products are being developed including edible, dissolvable and topical cannabinoids in order to improve the way Medicinal Cannabis and CBD products are administered to improve effectiveness;
- in Asia, where the large population and continued modernisation of infrastructure drives low-cost production and process, as well as medical and biotechnological innovation.
World High Life will continue to monitor the deregulation of Medicinal Cannabis as a whole and particularly in Europe to ensure the Company is best placed to take advantage of such opportunities once deregulation occurs.
The Directors believe that there are numerous investment opportunities within both private and public companies as they relate to Medicinal Cannabis, CBD and Hemp and may make investments in early-stage businesses and/or more mature operating companies. World High Life is likely to be an active investor and acquire control in certain situations, although it may also consider acquiring non-controlling positions.
A proposed investment may be as debt or equity, in either quoted or unquoted securities, and made by direct acquisition of an interest in companies, partnerships or joint ventures, or direct interests in projects, or by way of licensing arrangements. The Company may need to raise additional funds for these purposes and may use both debt and/or equity. It is anticipated that the Company will hold investments for the medium to long term, although where opportunities exist for shorter-term investments, the Company may undertake such investments.
It is anticipated that returns to Shareholders will be delivered primarily through an appreciation in the price of the Ordinary Shares rather than capital distribution through regular dividends. In addition, there may be opportunities to spin out businesses in the form of distributions to Shareholders or make trade sales of business divisions and therefore contemplate returns through special dividends. Given the nature of the Company’s strategy, the Company does not intend to make additional regular and periodic disclosures or calculations of net asset value outside of the requirements for a NEX Exchange Growth Market traded company.
The amount of research undertaken in relation to Medicinal Cannabis has increased significantly in recent years and this is reflected in the increase in related scientific publications between 2000 and 2017 by almost nine fold. This trend is expected to continue and World High Life, acting in conjunction with the expertise of the Technical Advisory Board will look to support such research through investment.
World High Life believes that its significant experience and knowledge of the Medicinal Cannabis industry and its participants will enable them to successfully navigate the identification, evaluation and execution of investment opportunities as well facilitating internal growth. World High Life will also consider adding to their number or employing external advisors where the need arises. World High Life will also undertake comprehensive due diligence with the support of the Technical Advisory Board before executing any internal business plan or making any investment.
World High Life will ensure that any business which it establishes, invests in or acquires complies with applicable local laws and regulations. World High Life has also entered into consultancy agreements with the Consultants covering a wide spectrum of services so as to support the board and assist the Company in implementing its investment strategy.
Funds initially available to the Company will be used to meet general working capital requirements, undertake due diligence on potential target acquisitions and to make investments in accordance with the investment guidelines described above.
The investment strategy is intended to be reviewed on an annual basis and, subject to such review and in the absence of any unforeseen circumstances, the Directors intend to adhere to the investment strategy. Changes to the investment strategy may be prompted by changes in government policies or economic conditions which alter or introduce additional investment opportunities.
The Directors intend to invest the Company’s cash resources, as far as practicable, in accordance with the investment strategy; however, market and other investment considerations may necessitate that cash resources of the Company are not fully invested for some time.
In compliance with Rule 48 of the NEX Exchange Rules, if the Company (as an Investment Vehicle) has not substantially implemented its investing policy after the period of one year following Admission, it will seek Shareholder approval in respect of the subsequent year for the further pursuit of its investment strategy.
Pursuant to Rule 49 of the NEX Exchange Rules, the Company (as an Investment Vehicle), is required to substantially implement its investment strategy within a period of two years following Admission. In the event that the Company has not undertaken a transaction constituting a Reverse Takeover under Rule 54 of the NEX Exchange Rules, or if it has otherwise failed to substantially implement its investment strategy within such two year period, NEX Exchange will suspend trading of the Company’s Issued Share Capital in accordance with Rule 74 of the NEX Exchange Rules.
An Investment Committee has been established by the Company and is comprised of the executive Directors, David Stadnyk and Robert Payment. The Investment Committee is tasked with maintaining a prudent and effective allocation of capital across the Company’s investments and the Investment Committee will report to the Board on a regular basis. David Stadnyk shall chair the committee.
Investment identification and analysis
The Investment Committee will work in conjunction with the Technical Advisory Board and will; when required; consult with external advisors, including in-country experts and local partners to assist in the investment opportunity identification. Particularly, the Investment Committee will liaise and, if necessary, instruct, Foreign Counsel to produce legal opinions relating to the terms and lawfulness of the Company’s proposed investment in the relevant jurisdiction in which the investment is proposed. The Investment Committee will then review the legal opinion provided in conjunction with the UK legal advice provided and, where required, seek further UK legal advice.
The Investment Committee will take a risk adverse approach when reviewing legal advice to limit as far as possible the risk of breaching POCA 2002, MDA 1971, MDDO 2001 and MDR 2001. The Investment Committee will also seek to avoid any risk of breaching Money Laundering legislation and will seek to ensure that any prospective future dividends will not contravene any laws, having particular regard to whether there may be any breach of POCA 2002.
Once the Investment Committee, with the assistance of the Technical Advisory Board (and any counsel instructed), has completed any due diligence on a prospective investment, it will present its finding to the Non-Executive Directors. The Non-Executive Directors will in turn provide comments and recommendations to the Board as to whether the Company should pursue the prospective investment.
The Board will approve all investments made by the Company and as part of the approval process will consider any comments made by the Technical Advisory Board, any counsel opinion (if applicable) as well as any comments from the Company’s NEX Exchange Corporate Adviser, who shall assess investment in the context of the NEX Exchange Rules