6-K - BDRX - Equibles

UNITED STATES

SECURITIES ANDEXCHANGE COMMISSION

WASHINGTON, D.C.20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 OF THE

SECURITIES EXCHANGE ACT OF 1934

For the month of March 2023

Commission File Number 001-37652

Midatech Pharma PLC

(Translation of registrant’s name intoEnglish)

1 Caspian Point,

Caspian Way,

Cardiff, CF10 4DQ, United Kingdom

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F x Form 40-F ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨

EXPLANATORY NOTE

Notice of General Meeting and Intention toDelist from AIM

On March 7, 2023, Midatech Pharma PLC (the “Company”) posted a Circular and Notice of General Meeting (the “Circular”) to its shareholders with respect to a General Meeting to be held on March 24, 2023 (the “General Meeting”). The Circular is furnished hereto as Exhibit 99.1. At the General Meeting, the Company’s shareholders will be asked to approve: (i) a one-for-20 reverse stock split of the Company’s ordinary shares, nominal value 0.1p per share (the “Ordinary Shares”), (ii) the authority to allot Ordinary Shares and to disapply pre-emption rights, (iii) the change of the name of the Company to “Biodexa Pharmaceuticals plc,” (iv) adoption of new Articles of Association, and (v) the cancellation of the Company’s Ordinary Shares to trading on AIM (the “AIM Cancellation”).

If the shareholders approve the proposed AIM Cancellation, the Company would retain its listing on the NASDAQ Capital Market of its American Depositary Shares. In connection with the proposed AIM Cancellation, the Company published a set of frequently asked questions about the proposed AIM Cancellation on the investor relations section of its website, a copy of which are furnished hereto as Exhibit 99.2.

The information included under the heading“Notice of General Meeting and Intention to Delist from AIM” of this report on Form 6-K shall be deemed to be incorporatedby reference into the registration statements on Form S-8 (File Number 333-209365) and Form F-3 (File Number 333-267932) of theCompany (including any prospectuses forming a part of such registration statements) and to be a part thereof from the date on which thisreport is filed, to the extent not superseded by documents or reports subsequently filed or furnished.

Press Release

On March 8, 2023, the Company issued a press release announcing the posting of the Circular. A copy of the press release is furnished hereto as Exhibit 99.3.

The information in the attached Exhibit 99.1, Exhibit 99.2 and Exhibit99.3 are each being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities ExchangeAct of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall any suchexhibit be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the SecuritiesExchange Act of 1934, as amended, except as otherwise set forth herein or as shall be expressly set forth by specific reference in sucha filing.

SUBMITTED HEREWITH

Attached to the Registrant’s Form 6-K filing for the month of March 2023 is:

Exhibit No.	Description
99.1	Circular and Notice of General Meeting.
99.2	AIM Cancellation Frequently Asked Questions.
99.3	Press Release, dated March 8, 2023.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Midatech Pharma PLC
Date: March 8, 2023	By:	/s/ Stephen Stamp
		Stephen Stamp<br><br> <br>Chief Executive Officer and<br><br> <br>Chief Financial Officer

Exhibit 99.1

THIS DOCUMENT IS IMPORTANTAND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this document or as to what action you should take,you should immediately consult your stockbroker, bank manager, solicitor, accountant or other independent professional adviser duly authorisedfor the purposes of the Financial Services and Markets Act 2000 (as amended) if you are in the United Kingdom or, if not, another appropriatelyauthorised independent financial adviser in the relevant jurisdiction.

If you have sold or otherwisetransferred all of your Existing Ordinary Shares, please immediately forward this document, together with the accompanying Form of Proxy,to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for onwarddelivery to the purchaser or transferee. If you have sold or otherwise transferred only part of your holding of Existing Ordinary Shares,you should retain this document and the accompanying Form of Proxy and immediately contact your stockbroker, bank or other agent throughwhom the sale or transfer was effected.

The Directors (whose namesand functions appear on page 11 of this document) and the Company (whose registered office is also set out on page 11 of this document)accept responsibility, both collectively and individually, for the information contained in this document and compliance with the AIMRules. To the best of the knowledge and belief of the Directors and the Company (who have taken all reasonable care to ensure that suchis the case), the information contained in this document is in accordance with the facts and does not omit anything likely to affect theimport of such information.

This document should be readas a whole. Your attention is drawn in particular to the letter from the Chairman of the Company which is set out in Part I of this documentand, in particular, to paragraph 7 which contains the unanimous recommendation from the Directors that Shareholders vote in favour ofthe Resolutions to be proposed at the General Meeting referred to below.

This document does not constitutean offer to buy, acquire or subscribe for (or the solicitation of an offer to buy, acquire or subscribe for) Ordinary Shares or ADSs orany other securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualificationunder the securities laws of any such jurisdiction. This document contains no offer of transferable securities to the public within themeaning of section 102B of the FSMA, the CA 2006 or otherwise. Accordingly, this document does not constitute a prospectus within themeaning of section 85 of the FSMA nor does it constitute an admission document drawn up in accordance with the AIM Rules. This documenthas not been examined or approved by the FCA, London Stock Exchange, NASDAQ or the SEC or any other regulatory body.

AIM is a market designed primarilyfor emerging or smaller companies to which a higher investment risk tends to be attached than to larger or more established companies.AIM securities are not admitted to the Official List of the FCA. A prospective investor should be aware of the risks of investingin such companies and should make the decision to invest only after careful consideration and, if appropriate, consultation with an independentfinancial adviser.

This document comprises a circularincorporating a formal notice of general meeting of the Company. The Existing Ordinary Shares are admitted to trading on AIM and applicationwill be made in accordance with the AIM Rules for the Consolidated Ordinary Shares to be admitted to trading on AIM upon completion ofthe Share Consolidation referred to in this document. It is expected that Admission will become effective and that dealings in the ConsolidatedOrdinary Shares will commence on AIM at 8.00 a.m. on 27 March 2023.

MIDATECH PHARMA PLC

(Incorporated and registeredin England and Wales with registered no. 09216368)

Proposed Share Consolidation

Proposed authority to allotOrdinary Shares and to disapply pre-emption rights Proposed change of name to Biodexa Pharmaceuticals PLC

Proposed adoption of the NewArticles

Proposed Cancellation of Admissionof the Ordinary Shares to Trading on AIM and

Notice of General Meeting

Strand Hanson Limited(“Strand Hanson”), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is actingas nominated adviser and broker to the Company in connection with the proposed Share Consolidation and proposed admission of theConsolidated Ordinary Shares to trading on AIM. Strand Hanson’s responsibilities as the Company’s nominated adviserunder the AIM Rules are owed solely to the London Stock Exchange and are not owed to the Company or to any Director or to any otherperson in respect of their decision to acquire shares in the Company in reliance on any part of this document. Strand Hanson is notacting for anyone else and will not be responsible to anyone other than the Company for providing the protections afforded to theirclients or for providing advice in relation to the contents of this document or the proposed admission of the Consolidated OrdinaryShares to trading on AIM. No representation or warranty, express or implied, is made by Strand Hanson as to the contents of thisdocument, without limiting the statutory rights of any person to whom this document is issued. Strand Hanson will not be offeringadvice, nor will it otherwise be responsible for providing customer protections to recipients of this document or for advising themon the contents of this document or any other matter. The information contained in this document is not intended to inform or berelied upon by any subsequent purchasers of ordinary shares in the capital of the Company (whether on or off exchange) andaccordingly no duty of care is accepted in relation to them.

A notice convening a generalmeeting of the Company to be held at the offices of the Company at 10.00 a.m. on 24 March 2023 is set out at the end of this document.Shareholders will find enclosed with this document a Form of Proxy. Whether or not they intend to be present at the General Meeting,Shareholders are requested to complete and sign the Form of Proxy in accordance with the instructions printed on it and return it as soonas possible and in any event so as to be received by Neville Registrars Limited (by post or by hand) as soon as possible and, in any event,no later than 10.00 a.m. on 22 March 2023 (or, in the case of an adjournment of the General Meeting, not later than 48 hours before thetime fixed for the holding of the adjourned meeting (excluding any part of a day that is not a working day)). The completion andreturn of a Form of Proxy will not prevent Shareholders from attending the General Meeting and voting in person if they wish to do so.

Neither the content of the Company’s website nor any website accessible by hyperlinks on the Company’s website is incorporated in, or forms part of, this document.

An electronic version of this document may be downloaded from the Company’s website at www.midatechpharma.com.

IMPORTANT NOTICE

This document does not constitute an offer to sell or an invitation to subscribe for, or the solicitation of an offer or invitation to buy or subscribe for, new Ordinary Shares or new Warrants or any other securities in any jurisdiction where such an offer or solicitation is unlawful or would impose any unfulfilled registration, publication or approval requirements on the Company. The proposed new Ordinary Shares or new Warrants or other securities have not been and will not be registered or qualified by a prospectus under the US Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state or other jurisdiction of the United States or under the applicable securities laws of Australia, Canada or Japan.

This document is being published by the Company in connection with an offering exempt from registration under the Securities Act solely to enable prospective investors to consider the purchase of Ordinary Shares. Any production or distribution of this document, in whole or in part, and any disclosure of its contents or use of any information herein for any purpose other than considering investment in the Ordinary Shares hereby is prohibited.

The new Ordinary Shares and the new Warrants have not been approved or disapproved by the SEC, any federal or state securities commission in the United States or any other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the new Ordinary Shares and the new Warrants or confirmed the accuracy or determined the adequacy of the information contained in this document. Any representation to the contrary is a criminal offence in the United States. There will be no public offering of the new securities in the US.

Cautionary note regarding forward-lookingstatements

This document includes statements that are, or may be deemed to be, “forward-looking statements”. These forward looking statements can be identified by the use of forward-looking terminology, including the terms “believes”, “estimates”, “plans”, “projects”, “anticipates”, “expects”, “intends”, “may”, “will”, or “should” or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include matters that are not historical facts. They appear in a number of places throughout this document and include statements regarding the Directors’ current intentions, beliefs or expectations concerning, among other things, the Group’s results of operations, financial condition, liquidity, prospects, growth, strategies and the Group’s markets.

By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors beyond the Group’s control because they relate to future events and circumstances. Actual results and developments could differ materially from those expressed or implied by the forward-looking statements.

Forward-looking statements may cause the actual results, performance or achievements of the Company to differ materially from future results, performance or achievements expressed or implied by such statements. Any forward looking statements in this document are based on certain factors and assumptions, including the Directors’ current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Group’s operations, results of operations, growth strategy and liquidity. Whilst the Directors consider these assumptions to be reasonable based upon information currently available, they may prove to be incorrect. Save as required by law or by the AIM Rules, the Company undertakes no obligation to publicly release the results of any revisions to any forward-looking statements in this document that may occur due to any change in the Directors’ expectations or to reflect events or circumstances after the date of this document.

Notice to overseas persons

The distribution of this document and/or the Form of Proxy in certain jurisdictions may be restricted by law and therefore persons into whose possession these documents come should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

The proposed new Ordinary Shares and new Warrants have not been, nor will they be, registered under the Securities Act or any state securities laws, and may not be offered or sold except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and such other applicable state securities laws.

Basis on which informationis presented

Various figures and percentages in tables in this document, including financial information, have been rounded and accordingly may not total exactly. As a result of this rounding, the totals of data presented in this document may vary slightly from the actual arithmetical totals of such data.

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In this document, references to “pounds sterling”, “£”, “pence” and “p” are to the lawful currency of the United Kingdom. All references to “US$” are to the lawful currency of the United States.

Third party information

Where any third party information has been used in this document, the source of such information has been identified. The Company takes responsibility for compiling and extracting, but has not independently verified, market data provided by any such third parties or industry or general publications and takes no further responsibility for such data.

References to definedterms

Certain terms used in this document are defined and certain technical and other terms used in this document are explained in the section of this document headed “Definitions”.

All times referred to in this document are, unless otherwise stated, references to London time.

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CONTENTS

	Page
EXPECTED TIMETABLE OF PRINCIPAL EVENTS	5
DEFINITIONS	6
DIRECTORS, SECRETARY AND ADVISERS	11
LETTER FROM THE CHAIRMAN	12
NOTICE OF GENERAL MEETING	24

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EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Event	Time and/or date 2023
Publication of this document and Forms of Proxy	7 March
Latest time and date for receipt of Forms of Proxy	10.00 a.m. on 22 March
General Meeting	10.00 a.m. on 24 March
Consolidation Record Date	6.00 p.m. on 24 March
Share Consolidation effective	8.00 a.m. on 27 March
Admission effective and dealings in the AIM Consolidated	expected to commence
Ordinary Shares	on 8.00 a.m. on 27 March
CREST accounts expected to be credited with the Consolidated Ordinary Shares (where applicable)	8.00 a.m. on 27 March
Dispatch of definitive share certificates (where applicable) in respect of the Consolidated Ordinary Shares	week commencing 3 April
Cancellation of admission of Ordinary Shares to trading on AIM	26 April
Current ISIN of the Existing Ordinary Shares	GB00BKT14T00
New ISIN of the Consolidated Ordinary Shares	GB00BNGF1L75
Current AIM Symbol/TIDM	MTPH
Proposed new AIM Symbol/TIDM upon change of the Company’s name	BDRX

Notes:

1.	All of the Ordinary Share numbers referenced herein have been calculated on a pre-Share Consolidation<br>basis. In the event that the Share Consolidation becomes effective, such Ordinary Share numbers should be adjusted on a 1 for 20 basis<br>to derive the correct number of Ordinary Shares outstanding on a post-Share Consolidation basis.
2.	Each of the above times and/or dates are subject to change at the absolute discretion of the Company.<br>In the event of any adjustment to the above dates and/or times, details of the new times and/or dates will be notified via an announcement<br>through a Regulatory Information Service. Temporary documents of title will not be issued.
---	---
3.	Unless otherwise stated, all references to time in this document and in the expected timetable are to<br>the time in London, United Kingdom. Unless stated otherwise, all future times and dates referred to in this document are subject to change<br>at the discretion of the Company.
---	---
4.	The proposed change in the Company’s name is expected to be implemented as soon as practicable following<br>receipt of Shareholder approval at the General Meeting.
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DEFINITIONS

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

“A Warrants”	the 10,344,822 new warrants to purchase new ADSs (representing 258,620,550 new Ordinary Shares) intended to be granted in connection with the Private Placement but subject to certain approvals at the General Meeting, with an expiration date of five years from the date on which such warrants are granted pursuant to the terms of a warrant instrument adopted by the Company. The Waiver Warrants (defined below) will also be issued as A Warrants.
“Admission”	admission of the Consolidated Ordinary Shares to trading on AIM becoming effective in accordance with Rule 6 of the AIM Rules.
“ADSs”	American Depositary Shares in the Company, each representing 25 Ordinary Shares.
“AIM”	the market of that name operated by the London Stock Exchange.
“AIM Cancellation”	the proposed cancellation of admission of the Ordinary Shares to trading on AIM, subject to shareholder approval of Resolution 8 at the General Meeting.
“AIM Rules”	the AIM Rules for Companies published by the London Stock Exchange from time to time.
“Articles”	the articles of association of the Company in force at the date of this document.
“B Warrants”	the 15,517,236 new warrants to purchase new ADSs (representing 387,930,900 new Ordinary Shares) intended to be granted in connection with the Private Placement but subject to certain approvals at the General Meeting, with an expiration date of three years from the date on which such warrants are granted pursuant to the terms of a warrant instrument adopted by the Company.
“Business Day”	means a day (excluding public holidays, Saturdays and Sundays) on which clearing banks in London are generally open for the transaction of general commercial business.
“CA 2006”	the Companies Act 2006 (as amended).
“Company” or “Midatech”	Midatech Pharma plc, incorporated and registered in England and Wales with registration number 09216368, whose registered office is at 1 Caspian Point, Caspian Way, Cardiff CF10 4DQ.
“Consolidated Ordinary Shares”	the consolidated ordinary shares of £0.02 nominal value each in the capital of the Company arising on completion of the Share Consolidation.
“Consolidation Record Date”	6.00 p.m. on 24 March 2023 (or such other time and date as the Directors may determine).
“CREST”	the relevant system (as defined in the CREST Regulations) in respect of which Euroclear is the operator (as defined in those regulations).
“CREST Regulations”	the Uncertificated Securities Regulations 2001 (S.I. 2001 No. 3755).

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| --- | | “Custodian” | the Bank of New York Mellon, with an address of 240 Greenwich Street, New York, 10286. | | --- | --- | | “Deposit Agreement” | the New York law governed deposit agreement dated 8 February 2021 between the Company, the Depositary and the owners and holders of ADSs from time to time, as such agreement may be amended or supplemented. | | “Depositary” | The Bank of New York Mellon, with an address of 240 Greenwich Street, New York, 10286. | | “Directors” or “Board” | the directors of the Company as at the date of this document whose names are set out on page 11 of this document, or any duly authorised committee thereof. | | “document” | this document which comprises a circular to Shareholders prepared in accordance with the AIM Rules. | | “EST” | Eastern Standard Time. | | “Existing Ordinary Shares” | the 173,346,738 Ordinary Shares of £0.001 nominal value each in issue as at the date of this document, all of which are admitted to trading on AIM. | | “Existing Warrants” | the 17,221,972 outstanding warrants to subscribe for new Ordinary Shares granted pursuant to various warrant instruments. | | “FCA” | the UK Financial Conduct Authority. | | “Form of Proxy” | the form of proxy accompanying this document for use by Shareholders in connection with the General Meeting. | | “FSMA” | the Financial Services and Markets Act 2000 (as amended). | | “General Meeting” | the general meeting of the Company to be held at the offices of the Company at 1 Caspian Point, Caspian Way, Cardiff CF10 4DQ at 10.00 a.m. on 24 March 2023, notice of which is set out at the end of this document. | | “Group” | the Company and its subsidiaries. | | “HMRC” | HM Revenue & Customs. | | “Ladenburg Warrants” | the 429,551 new warrants to purchase new ADSs (representing 10,738,775 new Ordinary Shares) proposed to be issued to Ladenburg Thalmann & Co., Inc. subject to certain approvals at the General Meeting pursuant to the terms of the Placement Agency Agreement exercisable at a price of US$0.725 per ADS. | | “London Stock Exchange” | London Stock Exchange plc. | | “NASDAQ” | The NASDAQ Stock Market LLC. | | “New Articles” | the new articles of association of the Company proposed to be adopted with effect from the AIM Cancellation and subject to Shareholder approval at the General Meeting, a copy of which is available on the Company’s website, www.midatechpharma.com and labelled as ‘Proposed New Articles’. |

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| --- | | “Notice of General Meeting” | the notice convening the General Meeting which is set out at the end of this document. | | --- | --- | | “Options” | the 2,891,875 outstanding options pursuant to the Midatech Pharma plc Enterprise Management Incentive Plan and the 2,822 outstanding options assumed pursuant to the acquisition of DARA BioSciences, Inc. by the Company in 2015. | | “Ordinary Shares” | ordinary shares in the capital of the Company having a nominal value of £0.001 each prior to the Share Consolidation becoming effective and having a nominal value of £0.02 each upon the Share Consolidation becoming effective. All of the Ordinary Share numbers referenced in this document have been calculated on a pre-Share Consolidation basis. In the event that the Share Consolidation becomes effective, such Ordinary Share numbers should be adjusted on a 1 for 20 basis, to derive the correct number of Ordinary Shares outstanding on a post-Share Consolidation basis. | | “Panel” | the UK Panel on Takeovers and Mergers. | | “Placement Agency Agreement” | the placement agency agreement entered into between Ladenburg Thalmann & Co., Inc. and the Company on 9 February 2023. | | “Pre-Funded Warrants” | the pre-funded warrants to purchase new ADSs issued to certain of the Private Placement Investors pursuant to the Private Placement with an exercise price of US$0.0001 per Unit, as may be adjusted in accordance with their terms. | | “Pre-Funded Warrant Trigger Date” | means (i) the Resale Effective Date, (ii) in the event that the initial Registration Statement does not register all registrable securities, the date that any subsequent Registration Statement is declared effective by the SEC and (iii) the date that all of the new ADSs issuable pursuant to the transaction documents (without giving effect to any limitations on conversion or exercise) may be sold pursuant to Rule 144 under the Securities Act (assuming cashless exercise of the Warrants with regard to the new ADSs), in the event that all of the registrable securities are not then registered on an effective Registration Statement. | | “Price Adjustment Mechanism” | the price adjustment mechanism in respect of the Pre-Funded Warrants subscribed for under the Private Placement, whereby the number of new ADSs issuable under the Pre-Funded Warrants shall increase, and only increase, to equal a number of new ADSs determined by the quotient of (x) the aggregate subscription amount of the holder for the Pre-Funded Warrant divided by (y) the average of the VWAP for the five trading days immediately prior to the applicable Pre-Funded Warrant Trigger Date (subject to a floor price of US$0.30, provided, however, that the floor price shall be reset to US$0.10 following the receipt of shareholder approval at the General Meeting, which is intended to, inter alia, provide the Company with sufficient share capital authority to issue and allot such additional ADSs and/or Pre-Funded Warrants (subject to adjustment for forward and reverse stock splits and the like after the initial exercise date of the Pre-Funded Warrants). | | “Private Placement” | the issue of new Ordinary Shares represented by new ADSs, Pre-Funded Warrants, A Warrants and B Warrants to the Private Placement Investors in a transaction exempt from registration under the Securities Act, as such amounts may be adjusted. |

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| --- | | “Private Placement Investors” | those institutional investors who purchased securities in the Private Placement. | | --- | --- | | “Ratio Change” | subject to shareholder approval of the Share Consolidation, the Company intends to change the ratio of its ADSs from 1 ADS representing 25 Ordinary Shares to a new ratio of 1 ADS representing 5 Ordinary Shares. | | “Registration Statement” | a registration statement to be filed with the SEC registering the resale of the Ordinary Shares to be represented by all of the new ADSs underlying the Warrants. | | “Regulatory Information Service” | any information service authorised from time to time by the FCA for the purpose of disseminating regulatory announcements. | | “Resale Effective Date” | the date the Registration Statement is declared effective by the SEC, which shall be no later than the 90th day following the closing of the Private Placement. | | “Resolutions” | the resolutions to be proposed at the General Meeting as set out in the Notice of General Meeting at the end of this document. | | “SDRT” | stamp duty reserve tax. | | “SEC” | U.S. Securities and Exchange Commission. | | “Securities Act” | U.S. Securities Act of 1933, as amended. | | “Share Consolidation” | the proposed consolidation of the existing issued ordinary share capital of the Company pursuant to which every 20 Existing Ordinary Shares will be consolidated into one Consolidated Ordinary Share pursuant to the Resolution in respect of the Share Consolidation. All of the Ordinary Share numbers referenced in this document have been calculated on a pre-Share Consolidation basis. In the event that the Share Consolidation becomes effective, such Ordinary Share numbers should be adjusted on a 1 for 20 basis, to derive the correct number of Ordinary Shares outstanding on a post-Share Consolidation basis. | | “Shareholders” | holders of Ordinary Shares. | | “Takeover Code” | The City Code on Takeovers and Mergers. | | “Transfer Form” | the (i) broker transfer form if the Ordinary Shares are held in CREST or (ii) the certificated transfer form if the Ordinary Shares are in certificated form, both documents to be posted to Shareholders with this document in connection with the exchange of Ordinary Shares into ADSs. | | “UK” | the United Kingdom of Great Britain and Northern Ireland. | | “uncertificated” or “in uncertificated form” | an Ordinary Share recorded on the Company’s share register as being held in uncertificated form in CREST and title to which, by virtue of the CREST Regulations, may be transferred by means of CREST. |

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| --- | | “Waiver” | the waiver of certain rights held by Armistice Capital Master Fund Ltd under a securities purchase agreement dated 13 December 2022, as amended on 16 December 2022, by and between the Company and Armistice Capital Master Fund Ltd dated 9 February 2023. | | --- | --- | | “Waiver Warrants” | the 500,000 new A Warrants to purchase new ADSs (representing 12,500,000 new Ordinary Shares) to be issued to Armistice Capital Master Fund Ltd. pursuant to the terms of the Waiver. | | “Warrants” | the A Warrants, B Warrants, Pre-Funded Warrants, Ladenburg Warrants and Waiver Warrants. | | “Unit” | each Unit comprises either (i) one ADS, one A Warrant and one and one-half B Warrants, or (ii) one Pre-Funded Warrant, one A Warrant and one and one-half B Warrants, issued pursuant to the Private Placement at a price of US$0.58 each (subject to the Price Adjustment Mechanism). | | “United States” or “US” | the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia. | | “VWAP” | Volume weighted average price. |

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DIRECTORS, SECRETARY AND ADVISERS

Directors	Stephen Parker (Non-Executive Chairman)<br><br>Stephen Stamp (Chief Executive Officer and Chief Financial Officer)<br><br>Sijmen de Vries (Non-Executive Director)<br><br>Simon Turton (Non-Executive Director)
Company secretary	Stephen Stamp
Registered Office	1 Caspian Point<br><br>Caspian Way<br><br>Cardiff<br><br>CF10 4DQ
Company website	www.midatechpharma.com
Nominated Adviser and Broker	Strand Hanson Limited<br><br>26 Mount Row<br><br>London<br><br>W1K 3SQ
Registrars	Neville Registrars Limited<br><br>Neville House<br><br>Steelpark Road<br><br>Halesowen<br><br>West Midlands<br><br>B62 8HD

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LETTER FROM THE CHAIRMAN

MIDATECH PHARMA PLC

(Registered in England and Waleswith company number 09216368)

Directors:	Registered office:
Stephen Parker	1 Caspian Point
Stephen Stamp	Caspian Way
Sijmen de Vries	Cardiff
Simon Turton	CF10 4DQ
	7 March 2023

Dear Shareholder,

Proposed Share Consolidation

Proposed authority to allotOrdinary Shares and to disapply pre-emption rights

Proposed change of name to Biodexa Pharmaceuticals PLC

Proposed adoption of the NewArticles

Proposed Cancellation of Admissionof the Ordinary Shares to Trading on AIM

and

Notice of General Meeting

1.	Introduction

I am writing to provide you with details of, and to seek your approval for, certain proposals in relation to: (i) the consolidation of the Company’s Existing Ordinary Shares; (ii) the replenishment of the Directors’ authority to allot securities; (iii) the disapplication of pre-emption rights; (iv) a change of the Company’s name to Biodexa Pharmaceuticals PLC; (v) the adoption of the New Articles; and (vi) the cancellation of admission of the Ordinary Shares to trading on AIM (together, the “Proposals”).

The main purpose of the Proposals is to enable the Company to grant certain of the proposed Warrants associated with the recently completed Private Placement (and, thereafter, the issue of the associated underlying new Ordinary Shares upon their potential future exercise) which was announced on 9 February 2023 and to provide the Directors with the flexibility to raise additional capital to support the Company’s lead development programmes.

Furthermore, subject to Shareholder approval, the admission of the Ordinary Shares to trading on AIM shall be cancelled but the trading on NASDAQ of the ADSs will be maintained. The AIM Cancellation is expected to take place approximately one month following the General Meeting (assuming the Company obtains the requisite approval from Shareholders), in order to provide Shareholders sufficient time to exchange their Existing Ordinary Shares into ADSs. Shareholders are advised to refer to the list of ‘Frequently Asked Questions’ that accompanies this document and which is also available on the Company’s website, which addresses typical questions in respect of the implications of the AIM Cancellation in relation to holdings of Existing Ordinary Shares.

Accordingly, this document sets out information about the background to and the reasons for the Proposals, explains why the Board considers the Proposals to be in the best interests of the Company and its Shareholders as a whole and consequently why the Directors unanimously recommend that you vote in favour of the Resolutions to be proposed at the forthcoming General Meeting, notice of which is set out at the end of this document.

2.	Background to, and reasons for, the Proposals

On 13 December 2022, the Company announced a fundraising of US$0.4 million via a registered direct offering in the US (the “RDO”) alongside the proposed acquisition of Bioasis Technologies, Inc. (“Bioasis”) together with a further proposed equity financing for US$9.6 million and a change of name, all of which (save for the RDO) were conditional upon, among other things, the approval of the Company’s and Bioasis’ shareholders and the British Columbia Supreme Court.

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Bioasis has two technology platforms, an internal pipeline focused on rare / orphan neurodegenerative disorders and license agreements with third party pharmaceutical companies containing over US$200 million of success-based milestones plus royalties on product sales. Together with the Company’s clinical asset MTX110 being developed for brain cancers, the proposed acquisition of Bioasis would have afforded an opportunity to re-position the enlarged group as a therapeutics (as opposed to drug delivery) company focused on rare and orphan diseases with an external pipeline of drugs being developed by licensees and an internal pipeline with sufficient funding into the fourth quarter of 2023.

On 5 January 2023, the Company posted a circular to shareholders containing details of the proposed acquisition of Bioasis and the associated financing and convening a general meeting of shareholders which was subsequently held on 23 January 2023. Despite all ordinary resolutions being carried, none of the special resolutions were passed by the requisite percentage of the votes cast such that, as certain of the resolutions were inter-conditional, only Resolution 4 (general authority to allot securities up to a nominal amount of £501,848.034) was duly passed. Accordingly, the proposed acquisition and associated US$9.6 million equity fundraise did not proceed.

Consequently, in the context of the Company only having sufficient cash resources to fund the Group’s operations until mid-March 2023 (as previously announced to Shareholders and set out in the Company’s circular of 5 January 2023), the Company sought advice from Quantuma Advisory Limited, as to the Board’s obligations with respect to the Group’s creditors and, in the absence of imminently actionable alternative funding proposals, the Company announced the Private Placement to raise gross proceeds of approximately US$6.0 million on 9 February 2023. The Board believes that the Private Placement was in the best interests of creditors and Shareholders as a whole as it provides sufficient working capital to December 2023. The Private Placement closed on 15 February 2023 and full details are set out in the Company’s announcement of 9 February 2023.

The Proposals, if approved by Shareholders, will, inter alia, enable the Company to grant all of the Warrants in connection with the abovementioned Private Placement and afford the Directors the flexibility to raise additional capital.

Further details on the key elements of the Proposals are set out below:

(a)	The Share Consolidation

Further to the closing of the Private Placement, as at the date of this document, the Company has 173,346,738 Existing Ordinary Shares of £0.001 each in issue, with a closing mid-market price of £0.0155 per Existing Ordinary Share (as at 6 March 2023, being the latest practicable Business Day prior to the date of this document) and 7,744,662 Pre-Funded Warrants (equivalent to a further 193,616,550 unissued new Ordinary Shares), which are subject to the Price Adjustment Mechanism. Subject to the receipt of Shareholder approval at the forthcoming General Meeting, it is intended that the Company will grant 10,844,822 A Warrants (exercisable for ADSs representing a further 271,120,550 new Ordinary Shares), 15,517,236 B Warrants (exercisable for ADSs representing a further 387,930,900 new Ordinary Shares), 429,551 Ladenburg Warrants (exercisable for ADSs representing a further 10,738,775 new Ordinary Shares, and issue up to an additional 49,655,178 Pre-Funded Warrants (exercisable for ADSs representing a further 1,241,379,450 new Ordinary Shares) pursuant to the Price Adjustment Mechanism.

The Company incurs certain costs based on the number of ADSs in issue from time to time which could be reduced if the number of underlying Ordinary Shares and consequently ADSs were to be reduced by way of the proposed consolidation. The Board also believes that the Share Consolidation could improve the marketability of the Ordinary Shares and reduce volatility in the Company’s share price by potentially narrowing the spread of the bid and offer price in respect of the Ordinary Shares.

In addition, the Company lists its ADSs on the NASDAQ Capital Market and is required to maintain and adhere to certain qualitative and financial metrics in order to retain its listing. On 31 January 2023, the Company received a letter from NASDAQ stating that the Company was not in compliance with the minimum bid price requirement set forth in NASDAQ’s rules for continued listing on the NASDAQ Capital Market, which requires that listed securities maintain a minimum bid price of US$1.00 per share. Failure to meet such minimum bid price requirement for a period of 30 consecutive business days subjects a company to potential delisting. Accordingly, the Company has until 31 July 2023 to regain compliance with the minimum bid price requirement. If at any time before 31 July 2023 the bid price of the ADSs closes at US$1.00 per share or more for a minimum of ten consecutive business days, NASDAQ will provide the Company with written notification that it has achieved compliance with the minimum bid requirement. If the Company is unable to regain compliance with the minimum bid price requirement or if it otherwise fails to evidence and sustain compliance with all applicable requirements for continued listing on NASDAQ, the ADSs may be subject to delisting by NASDAQ.

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It is therefore proposed, pursuant to the Share Consolidation, that the Existing Ordinary Shares of £0.001 nominal value each be consolidated on a 1 for 20 basis, such that every 20 Existing Ordinary Shares are consolidated into one Consolidated Ordinary Share of £0.02 nominal value each. In order to effect the Share Consolidation it will be necessary for the Company to issue a total of two additional new Ordinary Shares so that the aggregate nominal value of the Company’s ordinary share capital is exactly divisible by 20. As such, assuming a share capital of 173,346,740 Ordinary Shares immediately prior to the Consolidation Record Date (which for the purposes of this calculation includes an additional two new Ordinary Shares allotted immediately prior to the Consolidation Record Date), then following completion of the Share Consolidation, the Company will have 8,667,337 Consolidated Ordinary Shares in issue. Since the additional two new Ordinary Shares would only represent a fraction of a Consolidated Ordinary Share following the Share Consolidation, such fraction will be sold pursuant to the arrangements for fractional entitlements referred to below.

No Shareholder will be entitled to a fraction of a Consolidated Ordinary Share. Instead, their entitlement will be rounded down to the nearest whole number of Consolidated Ordinary Shares. Fractional entitlements to Consolidated Ordinary Shares will then be aggregated and sold in the market following Admission on behalf of, and the proceeds of sale applied for, the benefit of the Company. If a Shareholder holds fewer than 20 Existing Ordinary Shares as at the Consolidation Record Date, such that the rounding down process results in a Shareholder being entitled to zero Consolidated Ordinary Shares, then as a result of the Share Consolidation they will cease to hold any Ordinary Shares (of any description) in the capital of the Company.

Immediately following the Share Consolidation and before Admission, Shareholders will own the same proportion of Ordinary Shares in the capital of the Company as they did prior to the Share Consolidation (subject to fractional entitlements) but will hold fewer Consolidated Ordinary Shares than the number of Existing Ordinary Shares currently held.

Other than the change in nominal value, the Consolidated Ordinary Shares arising on implementation of the Share Consolidation will have the same rights as the Existing Ordinary Shares, including voting, dividend and other rights.

Each of the ADSs, which currently represent 25 Existing Ordinary Shares will represent 25 Consolidated Ordinary Shares following the Share Consolidation. Assuming that the Share Consolidation is approved by Shareholders at the General Meeting, in order to bring the price of the ADSs into compliance with NASDAQ’s minimum bid price requirement, the Company intends to change the ratio of its ADSs from 1 ADS representing 25 Ordinary Shares to a new ratio of 1 ADS representing 5 Ordinary Shares (the “Ratio Change”). There can be no assurance that the Ratio Change, if it occurs, will be effective in achieving the Company’s goal of regaining compliance with NASDAQ’s minimum bid price requirement.

The Existing Warrants and the Options will be adjusted and the requisite exercise prices revised pursuant to the Share Consolidation. Warrant holders and option holders will be notified separately as soon as reasonably practicable following the Share Consolidation of their revised entitlements as a consequence of the Share Consolidation.

Shareholders will still be able to trade in Existing Ordinary Shares using certificates in respect of the Existing Ordinary Shares up until the Consolidation Record Date being 6.00 p.m. on the day of the General Meeting.

(b)	Authority to Allot Shares

Taking into account the new Ordinary Shares, new ADSs and Pre-Funded Warrants issued pursuant to the Private Placement (in aggregate representing 258,620,550 Ordinary Shares and which may be increased to approximately 500,000,000 Ordinary Shares in accordance with the Price Adjustment Mechanism potentially altering the issue price to the initial floor price of US$0.30 per Unit), the Directors’ remaining authority to allot shares, obtained at the general meeting held on 23 January 2023, is insufficient to issue all of the Ordinary Shares associated with certain of the Warrants.

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As detailed in the Company’s announcement of 9 February 2023, the Private Placement contained provisions whereby the effective issue price may be adjusted by way of the Price Adjustment Mechanism with a floor price of US$0.30 per Unit, or, subject to shareholder approval, US$0.10 per Unit, consequently increasing the number of ADSs and/or Pre-Funded Warrants to be issued under the Private Placement. For the avoidance of doubt, the Price Adjustment Mechanism could only result in an increase in the number of securities being issued pursuant to the Private Placement, not a decrease in the subscription value or proceeds which is fixed at an aggregate of US$6.0 million and has already been received by the Company. The Company’s pre-existing authority to allot shares is sufficient to allot the number of additional new Ordinary Shares, including new Ordinary Shares to be represented by new ADSs (including those to be issued on exercise of the Pre-Funded Warrants) as would potentially be required pursuant to the Price Adjustment Mechanism provided that the issue price is not less than US$0.30. However, the Company does not currently have sufficient authority to allot the number of new Ordinary Shares as would be required upon exercise of the A Warrants, B Warrants, Ladenburg Warrants and Waiver Warrants and, accordingly, all such Warrants are subject to Shareholder approval at the General Meeting. In addition, subject to Shareholder approval being obtained at the General Meeting, the floor price in respect of the Price Adjustment Mechanism would be reduced to US$0.10 per Unit and, accordingly, Shareholder approval is being sought to enable the Company to potentially allot up to the maximum number of new Ordinary Shares as would be required should the issue price be adjusted to US$0.10 and all Pre-Funded Warrants be exercised.

Pursuant to the terms of the Private Placement, the Company is therefore convening the General Meeting at which the requisite share capital authorities will be sought. Accordingly, your Board is proposing to replenish and increase the Company’s authority under s.551 of the CA 2006 to (i) allot and issue up to 258,620,550 new Ordinary Shares upon future exercise of the A Warrants, up to 387,930,900 new Ordinary Shares upon future exercise of the B Warrants, up to 10,738,775 new Ordinary Shares upon future exercise of the Ladenburg Warrants, up to 12,500,000 new Ordinary Shares upon future exercise of the Waiver Warrants and up to an additional 1,241,379,450 new Ordinary Shares upon future exercise of the Pre- Funded Warrants subject to the maximum issue price adjustment under the Price Adjustment Mechanism of US$0.10 per Unit, and (ii) generally allot and issue equity securities up to an additional nominal amount of £2,300,000, equivalent to 2,300,000,000 new Ordinary Shares or 115,000,000 new Consolidated Ordinary Shares, with such authority to expire at the conclusion of the annual general meeting of the Company to be held in 2025. This general authority will be sufficient to issue further new Ordinary Shares representing approximately 100 per cent. of the Company’s fully diluted share capital following Admission, assuming that the maximum number of Pre-Funded Warrants are granted pursuant to the Price Adjustment Mechanism. This authority is in addition to any existing authority obtained (to the extent unused) at the Company’s last annual general meeting and general meeting and in relation to any authority conferred upon the Board at its annual general meetings to be held in 2023 and 2024.

Pro-Forma Securities Capital Table

Based on the Company’s current issued share capital, should all existing warrants, share options, A Warrants, B Warrants, Ladenburg Warrants and the Waiver Warrants be exercised at their initial exercise prices, existing shareholders would be diluted by a total of 87.8 per cent. For illustrative purposes only, a summarised securities capital table for the Company showing the approximate fully diluted position following completion of the Private Placement and grant and exercise of the proposed Warrants is set out below:

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| --- | | | Initial Pricing Case* | | | | | | Floor Price Adjustment Case** | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | Immediately prior to the Private Placement | | Issue of Private Placement securities | | Following the Private Placement | | Immediately prior to the Private Placement | | Issue of Private Placement securities | | Following the Private Placement | | | Ordinary Shares | 108,342,738 | | 65,004,000 | | 173,346,738 | | 108,342,738 | | 65,004,000 | | 173,346,738 | | | Pre-Funded Warrants | – | | 193,616,550 | | 193,616,550 | | – | | 1,434,996,000 | | 1,434,996,000 | | | Sub total | 108,342,738 | | 258,620,550 | | 366,963,288 | | 108,342,738 | | 1,500,000,000 | | 1,608,342,738 | | | Percentage | 29.5 | % | 70.5 | % | 100.0 | % | 6.7 | % | 93.3 | % | 100.0 | % | | Existing warrants | 17,221,972 | | – | | 17,221,972 | | 17,221,972 | | – | | 17,221,972 | | | A Warrants | – | | 258,620,550 | | 258,620,550 | | – | | 258,620,550 | | 258,620,550 | | | B Warrants | – | | 387,930,900 | | 387,930,900 | | – | | 387,930,900 | | 387,930,900 | | | Ladenburg Warrants | – | | 10,738,775 | | 10,738,775 | | – | | 10,738,775 | | 10,738,775 | | | Waiver Warrants | – | | 12,500,000 | | 12,500,000 | | – | | 12,500,000 | | 12,500,000 | | | Share options | 2,894,697 | | – | | 2,894,697 | | 2,894,697 | | – | | 2,894,697 | | | Fully Diluted | 128,459,407 | | 928,410,775 | | 1,056,870,182 | | 128,459,407 | | 2,169,790,225 | | 2,298,249,632 | | | Percentage | 12.2 | % | 87.8 | % | 100.0 | % | 5.6 | % | 94.4 | % | 100.0 | % |

Notes:

*	based on the initial set pricing, which may reduce per the Price Adjustment Mechanism, and therefore more securities ultimately be<br>issued.
**	based on the issue price being adjusted to the floor price of US$0.10 per Unit pursuant to the Price Adjustment Mechanism, subject,<br>inter alia, to the receipt of shareholder approval, as detailed above.
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(c)	Disapplication of Pre-Emption Rights
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Your Board believes that in the absence of material operational progress by the Group and in the current uncertain macroeconomic environment, it is likely to prove challenging to raise significant additional capital from the UK equity market in the near term. Your Board further believes that the most likely source of additional capital in the foreseeable future is in the US where the Company can leverage its NASDAQ listing, as most recently demonstrated by the RDO and the Private Placement.

The Company’s shareholder base is predominately comprised of retail investors such that the Board believes that the Company’s next equity fundraise may well be implemented on a non-pre-emptive basis in light of the time delay, expense and uncertain level of take-up associated with an open offer or other pre-emptive issue of shares. Accordingly, your Board is recommending that Shareholder’s pre-emption rights be disapplied in respect of (i) the allotment and issue of Ordinary Shares in connection with the grant of the A Warrants, B Warrants, Ladenburg Warrants, Waiver Warrants and the Pre-Funded Warrants with a floor price of US$0.10 per Unit pursuant to the Price Adjustment Mechanism and (ii) the general authority to allot and issue new Ordinary Shares, in order to facilitate potential further fundraising activity in the US when required, and that such disapplication authority shall expire at the conclusion of the annual general meeting of the Company to be held in 2025.

(d)	Proposed change of the Company’s name

The Board intends to change the name of the Company, subject to shareholder approval at the General Meeting, to Biodexa Pharmaceuticals PLC on or shortly following Admission. The new AIM Symbol/TIDM will be “BDRX” once the name change is effected, and the new trading symbol on NASDAQ is expected to also be “BDRX”.

(e)	AIM Cancellation

The Board has decided to propose the AIM Cancellation for the following reasons:

–	an increasingly smaller proportion of trading in the Ordinary Shares is conducted on AIM compared to NASDAQ and such trend is likely<br>to continue following registration of the ADSs issued, and to be issued following the potential future exercise of the Warrants, in connection<br>with the Private Placement;

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| --- | | – | the AIM Cancellation is expected to further enhance the liquidity of trading in the Company’s securities by combining on NASDAQ the current volume of transactions from both NASDAQ and AIM, thereby making the Company’s securities more liquid and attractive to potential investors; | | --- | --- | | – | a NASDAQ-only listing structure provides for a more streamlined operation that better aligns with the therapeutics companies that are Midatech’s true peers; | | --- | --- | | – | the cost, management time commitment and the burden of complying with the AIM Rules and maintaining a quotation on AIM is duplicative of that for complying with the NASDAQ Rules and the Company sees advantages in reducing its cost base as it progresses its clinical programmes and commercial strategy; and | | --- | --- | | – | ADSs representing the Ordinary Shares will still be tradeable by Shareholders on NASDAQ. | | --- | --- |

Accordingly, in order to save costs and enhance trading volumes in a single market, and thereby make the Ordinary Shares more marketable, the Directors believe that it is no longer in the best interests of the Company or its Shareholders as a whole for the Company to retain admission of its Ordinary Shares to trading on AIM.

Furthermore, your Board believes that its continued listing on NASDAQ will afford the Company an opportunity to potentially expand its investor base, attract substantial capital investment and enhance its reputation globally. The Directors also believe that its continued listing on NASDAQ will enable the Company to access funds from specialist healthcare investors that might otherwise be unavailable to the Company as a result of its current quotation on AIM. NASDAQ is well known as a supportive environment for biotechnology businesses such as Midatech. The Directors believe that the deeper pool of specialist biotechnology investors in the United States have an investment appetite more suited to a growing company in the biotechnology sector. As such, the Directors believe that the value of the Company’s intellectual property and drug discovery and development activities may be better realised by focusing more on the

U.S. capital markets due to the larger number of specialist investors being able to recognise the Company’s position in its repositioned sphere of activity. Additional information on the AIM Cancellation and how Shareholders may exchange their Ordinary Shares into ADSs is set out at paragraph 4 below.

(f)	Adoption of New Articles

In connection with the AIM Cancellation, and to facilitate the proposed sole listing on NASDAQ, it is intended that the Company will adopt the New Articles with effect from the AIM Cancellation, subject to receipt of Shareholder approval at the General Meeting.

The New Articles make a number of changes that are either administrative in nature or reflect certain updates in applicable law or best practice for companies with shares and ADSs admitted to trading on NASDAQ. These changes include:

–	requiring the vacation of office by a Director if he becomes prohibited by the NASDAQ Rules from being a director; and
–	clarifying that, notwithstanding the listing on NASDAQ, unless the Company agrees otherwise the courts of England and Wales shall<br>continue to be the sole and exclusive forum for the settlement of disputes involving the Company, save in relation to disputes arising<br>under the Securities Act, in which case the federal district courts of the United States will be the sole and exclusive forum for the<br>settlement of disputes. We note that there is uncertainty as to whether a court would enforce these provisions and that investors cannot<br>waive compliance with the federal securities laws and the rules and regulations thereunder. Section 22 of the Securities Act creates concurrent<br>jurisdiction for state and federal courts over all suits brought to enforce any duty or liability created by the Securities Act or the<br>rules and regulations thereunder.
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–

requiring the vacation of office by a Director if he becomes prohibited by the NASDAQ Rules from being a director; and

–

clarifying that, notwithstanding the listing on NASDAQ, unless the Company agrees otherwise the courts of England and Wales shall continue to be the sole and exclusive forum for the settlement of disputes involving the Company, save in relation to disputes arising under the Securities Act, in which case the federal district courts of the United States will be the sole and exclusive forum for the settlement of disputes. We note that there is uncertainty as to whether a court would enforce these provisions and that investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder. Section 22 of the Securities Act creates concurrent jurisdiction for state and federal courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder.

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The Articles and the New Articles (and a comparison of the two showing the proposed amendments) are available for inspection on the Company’s website at www.midatechpharma.com.

3.	Settlement and Dealings following implementation of the Share Consolidation

If you hold a share certificate(s) in respect of your Existing Ordinary Shares in the Company, your certificate(s) will no longer be valid from the time the proposed Share Consolidation becomes effective. If you hold at least 20 Existing Ordinary Shares on the Consolidation Record Date you will be sent a new share certificate(s) evidencing the new Consolidated Ordinary Shares to which you are entitled under the Share Consolidation. Such certificates are expected to be despatched the week commencing 3 April 2023. Upon receipt of the new certificate(s), you should destroy any old certificate(s). Pending the despatch of the new certificates, transfers of certificated Consolidated Ordinary Shares will be certified against the Company’s share register.

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If you hold your Existing Ordinary Shares in uncertificated form, you should expect to have your CREST account credited with the Consolidated Ordinary Shares to which you are entitled on implementation of the Share Consolidation on 27 March 2023 or as soon as practicable after the Share Consolidation becomes effective.

Application will be made to the London Stock Exchange for the Consolidated Ordinary Shares to be admitted to trading on AIM. It is expected that Admission will become effective at 8.00 a.m. on or around 27 March 2023. Following completion of the Share Consolidation, the Company’s Ordinary Shares will continue to be eligible for CREST settlement but will trade under a new ISIN, being GB00BNGF1L75.

4.	AIM Cancellation

As at 28 February 2023, approximately 74 per cent. of the Existing Ordinary Shares were represented by ADSs tradeable on NASDAQ. By reference to the volume of underlying Ordinary Shares, approximately 71 per cent. of trading in the Company’s Ordinary Shares, including Ordinary Shares represented by ADSs, in the two months ended 28 February 2023 took place on NASDAQ. Historically, trading volumes of ADSs on NASDAQ have been higher than equivalent trading volumes of Ordinary Shares on AIM. All Shareholders who have not already deposited their Ordinary Shares for delivery of ADSs are currently able to do so at any time.

The AIM Rules require the consent of not less than 75 per cent. of votes cast by the Company’s shareholders in a general meeting in order to effect the AIM Cancellation

In order to facilitate the transition to a sole listing on NASDAQ, the Company is providing an opportunity for Shareholders to deposit their Ordinary Shares with the Depositary in exchange for delivery of ADSs, without cost, prior to the AIM Cancellation becoming effective, which is expected to occur approximately one month after receiving approval at the General Meeting. The ADSs will continue to be traded on NASDAQ and the Company has no intention to cancel such listing of its ADSs.

Implications of the AIM Cancellationand sole NASDAQ listing for Shareholders

Subject to Shareholder approval of Resolution 8 at the General Meeting, the Company’s Ordinary Shares will be cancelled from admission to trading on AIM, with such cancellation expected to occur approximately one month after receiving approval at the General Meeting. The last day of dealings in Ordinary Shares on AIM will be the Business Day before the AIM Cancellation. By providing Shareholders with substantial advance notice, together with guidance as to how to deposit Ordinary Shares for delivery of ADSs listed on NASDAQ, it is expected that Shareholders who wish to deposit their Ordinary Shares for delivery of ADSs will be able to do so in a relatively straight forward and cost effective manner.

Following the AIM Cancellation, ADSs representing the Company’s Ordinary Shares will remain listed on NASDAQ and all public trading of securities in the Company will take place on that exchange. In order to sell Ordinary Shares on NASDAQ following the AIM Cancellation, Shareholders will need to deposit their Ordinary Shares for delivery of ADSs. Shareholders will no longer be able to buy and sell Ordinary Shares on AIM following the AIM Cancellation, which is expected to take place approximately one month after receiving approval at the General Meeting.

As a company incorporated in England and Wales, the Company will continue to be subject to the requirements of the Companies Act 2006.

Following the AIM Cancellation taking effect, the Company will no longer be subject to the AIM Rules or be required to retain the services of an independent nominated adviser. The Company will also no longer be required to adopt the QCA Corporate Governance Code or be required to comply with the continuing obligations set out in the Disclosure and Transparency Rules (insofar as they currently apply to the Company) or the EU Market Abuse Regulation (EU 596/2014) as it applies in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018, as amended, provided that the Company’s securities remain outside the scope of the regulation. The Company will, however, continue to comply with all regulatory requirements for the NASDAQ listing of its ADSs, including the NASDAQ Rules and all applicable rules and regulations of the SEC.

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Shareholders who continue to hold Ordinary Shares following the AIM Cancellation will continue to be notified in writing of the availability of key documents on the Company’s website, including publication of annual reports and annual general meeting documentation. Holders of ADSs will be able to continue to access all such information via the Company’s website. Holders of Ordinary Shares and ADSs will both be eligible to receive any future dividends that may be declared.

Existing holders of ADSs that do not also hold Ordinary Shares do not need to take any action with respect to the AIM Cancellation.

Application of the TakeoverCode following the AIM Cancellation

Following the AIM Cancellation, the Company will remain a public limited company incorporated in, and with its registered office in, the United Kingdom but its securities will not be admitted to trading on a regulated market or multilateral trading facility in the United Kingdom (or a stock exchange in the Channel Islands or the Isle of Man). The Takeover Code will then only apply to the Company if it is considered by the Panel to have its place of central management and control in the United Kingdom (or the Channel Islands or the Isle of Man). This is known as the “residency test”. The way in which the test for central management and control is applied for the purposes of the Takeover Code may be different from the way in which it is applied by the United Kingdom tax authorities, HMRC. Under the Takeover Code, the Panel typically considers where the majority of the directors of the Company are resident, amongst other factors, for the purposes of determining where the Company has its place of central management and control.

Following the AIM Cancellation, three of the four directors of the Company will be resident in the United Kingdom and its place of central management and control is intended, for the time being, to remain in the United Kingdom. Accordingly, the Panel has confirmed that, following the AIM Cancellation, the Company will continue to be subject to the Takeover Code, and the Company and its Shareholders will therefore continue to have the benefit of the protections that the Takeover Code affords, including, but not limited to, the requirement that a person (together with any persons acting in concert with such person) who acquires an interest in Ordinary Shares carrying 30 per cent. or more of the voting rights in the Company or who increases an existing interest of not less than 30 per cent. but not more than 50 per cent. of the voting rights, must make a mandatory cash offer to all other shareholders at the highest price paid by such person (or person acting in concert with such person) in the 12 months before such acquisition.

Notwithstanding the above, the Company may cease to be subject to the Takeover Code in the future if there are any changes that lead to the Company being deemed to no longer have its place of central management and control in the United Kingdom, Channel Islands or the Isle of Man.

Shareholders should note that,if the Takeover Code ceases to apply to the Company in the future, they will not receive the protections afforded by the Takeover Codein the event that there is a subsequent offer to acquire their Ordinary Shares.

Shareholders are advised to refer to the list of ‘Frequently Asked Questions’ which accompanies this document and is also on the Company’s website to the extent that they have further questions on the implications of the AIM Cancellation in relation to their respective shareholdings.

Information for Shareholders

The Company’s Ordinary Shares will continue to be traded on AIM until market close (4.30 p.m. London time) on or around one month after the date that the Company receives Shareholder approval in respect of the AIM Cancellation at the General Meeting. Thereafter, Shareholders can still hold the Ordinary Shares, but there will be no public market or facility in the United Kingdom on which the Ordinary Shares can be traded, and the Ordinary Shares, as such, will not be tradeable on NASDAQ.

To sell Ordinary Shares on a public market following the AIM Cancellation, Shareholders will need to deposit their Ordinary Shares for delivery of ADSs. Each ADS currently represents 25 Ordinary Shares. ADSs are quoted on NASDAQ in US dollars. Such a deposit can be made at any time, including prior to the AIM Cancellation, subject in all cases to the provisions of, and the limitations set forth in, the Deposit Agreement.

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A copy of the Deposit Agreement has been filed with the SEC under cover of a Registration Statement on Form F-6, as amended (File No. 333-252507). You may obtain a copy of the Deposit Agreement from the SEC’s website (www.sec.gov). Assuming that the Share Consolidation is approved by Shareholders at the General Meeting, in order to bring the price of the ADSs into compliance with NASDAQ’s minimum bid price requirement, the Company intends to change the ratio of its ADSs from 1 ADS representing 25 Ordinary Shares to a new ratio of 1 ADS representing 5 Ordinary Shares. There can be no assurance that such ratio change, if it occurs, will be effective in achieving the Company’s goal of regaining compliance with NASDAQ’s minimum bid price requirement.

The Board considers that Shareholders should consider depositing their Ordinary Shares for delivery of ADSs following approval of the AIM Cancellation at the General Meeting and prior to the AIM Cancellation taking effect on or around one month after the date that the Company receives Shareholder approval at the General Meeting for the following reasons:

–	for those Shareholders who hold their Ordinary Shares in certificated form and wish to deposit their Ordinary Shares for delivery<br>of ADSs, the Company’s registrars, Neville Registrars Limited, will facilitate a block transfer process on the Company’s behalf.<br>Shareholders who hold their Ordinary Shares in certificated form will find enclosed a Transfer Form which is a personalised<br>block transfer participation request form for use if they wish to deposit their Ordinary Shares for delivery of ADSs. Subject to the requisite<br>documents being returned to the Registrar, Neville Registrars Limited, by the required deadline (being 1.00 p.m. on 24 April 2023), Neville<br>Registrars Limited will arrange for the relevant Ordinary Shares to be transferred to and through Neville Registrars Limited’s CREST<br>account to the CREST account of the Custodian, which has been appointed by the Depositary to safe keep the Ordinary Shares upon deposit,<br>so that the Depositary can arrange to deliver the corresponding number of ADSs; Neville Registrars Limited will not be able to facilitate<br>any further transfers in connection with the block transfer process after this deadline. The Custodian, on behalf of the Depositary, will<br>hold all deposited Ordinary Shares in a custody account for the benefit of the holders and beneficial owners of ADSs;
–	Shareholders who elect to deposit their Ordinary Shares for delivery of ADSs prior to the AIM Cancellation will not incur a UK stamp<br>duty, or SDRT, charge. However, it is expected that Shareholders who elect to deposit their Ordinary Shares for delivery of ADSs following<br>the AIM Cancellation will generally incur a stamp duty, or SDRT, charge, at a rate of 1.5 per cent. of the market value of the Ordinary<br>Shares being deposited, to the UK taxation authority, HMRC;
---	---
–	ordinarily, Shareholders who deposit their Ordinary Shares for delivery of ADSs are charged an ADS issuance fee, by the Depositary,<br>of up to US$0.05 per ADS. However, no ADS issuance fees will be charged to Shareholders who elect to deposit their Ordinary Shares for<br>delivery of ADSs from the date that the AIM Cancellation is approved at the General Meeting until (and including) the date that the AIM<br>Cancellation takes effect, which is expected to occur approximately one month after receiving approval at the General Meeting. Thereafter,<br>ADS issuance fees of up to US$0.05 per ADS may be charged by the Depositary in connection with any future conversions of Ordinary Shares<br>into ADSs; and
---	---
–	at present, Ordinary Shares may be deposited for delivery of ADSs only in multiples of 25 Ordinary Shares. It is not possible to receive<br>a fraction of an ADS, so in the event that the deposit is completed after the AIM Cancellation, there is a risk that Shareholders will<br>be left with a small number of Ordinary Shares (up to a maximum of 24 shares) which cannot be deposited for delivery of ADSs. If the deposit<br>is made before the AIM Cancellation has taken effect, any residual Ordinary Shares can be sold by Shareholders on AIM prior to, and including,<br>the date that the AIM Cancellation takes effect, which is expected to occur approximately one month after receiving Shareholder approval<br>at the General Meeting so long as those Ordinary Shares are in uncertificated form. Shareholders who hold their Ordinary Shares in<br>certificated form may elect to donate their residual shares to the charity Share Gift by making that election on their personalised<br>block transfer participation request form.
---	---

Shareholders who do not elect to participate in the block transfer process can utilise the services of a broker who is able to facilitate deposits of Ordinary Shares at the Shareholder’s convenience and at their own cost.

Shareholders whose OrdinaryShares are held in uncertificated form in CREST and who wish to deposit their Ordinary Shares for delivery of ADSs, should contacttheir broker without delay following approval of the AIM Cancellation at the General Meeting to request that their Ordinary Shares areso deposited.

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| --- |

Midatech advises holders ofOrdinary Shares to seek independent financial advice regarding the AIM Cancellation and the deposit of their Ordinary Shares fordelivery of ADSs.

Information on the process to deposit Ordinary Shares for delivery of ADSs and the forms to be completed, together with a set of ‘Frequently Asked Questions’ accompany this document. The information and forms, and contacts at the Company’s receiving agent, Neville Registrars Limited, in respect of any queries regarding the completion of the block transfer participation request form for certificated holders, and the Depositary, are included on Midatech’s website at www.midatechpharma.com.

A shareholder assistance advice line is also being operated by the Company’s registrar, Neville Registrars Limited, which can be accessed by all Shareholders on +44 (0) 121 585 1131. Calls are charged at the standard geographic rate and will vary by provider. Calls from outside the UK will be charged at the applicable international rate. Lines are open 9.00 a.m. to 5.00 p.m., Monday to Friday, excluding public holidays in England and Wales. Please note that Shareholder Helpline operators cannot provide commercial, financial, tax or legal advice, and calls may be recorded and monitored for maintained for security and training purposes.

Tax Treatment

Midatech is unable to provide Shareholders with any form of taxation advice and Shareholders are strongly advised to seek their own professional advice in order to ascertain the consequences for them of continuing to hold Ordinary Shares following the AIM Cancellation becoming effective or depositing Ordinary Shares for delivery of ADSs.

The following summary does not constitute legal or tax advice and is not exhaustive. The Company’s understanding of the current position for individuals who are UK resident and UK domiciled for relevant tax purposes is set out below but it should be noted that the position on certain points is not free from uncertainty and that the Company has not any taken steps to confirm the current position with HMRC. Therefore, the following should not be relied upon by Shareholders (and the Company accepts no liability in respect of any such reliance on any information provided herein on taxation matters):

–	some investors purchase AIM-quoted shares because they may be classed as unlisted/unquoted securities which may qualify for relief<br>from inheritance taxation and certain other preferential tax benefits. The AIM Cancellation should not, in itself, prevent the Ordinary<br>Shares (and, therefore, continued holdings of such Ordinary Shares) from qualifying as unlisted/unquoted securities for the purposes of<br>certain specific UK tax rules (notably, the UK inheritance tax business property relief rules); and
–	under HMRC’s stated practice, those Shareholders who elect to deposit their holdings of Ordinary Shares for delivery of NASDAQ-listed<br>ADSs should not be considered as disposing of the Ordinary Shares for UK capital gains tax purposes when transferring the shares to the<br>Depositary, in exchange for the issue of ADSs on the basis that the Shareholder retains beneficial ownership of the Ordinary Shares<br>concerned. Shareholders should be aware that HMRC to date has not published detailed guidance on the treatment of ADSs for inheritance<br>tax purposes.
---	---

–

some investors purchase AIM-quoted shares because they may be classed as unlisted/unquoted securities which may qualify for relief from inheritance taxation and certain other preferential tax benefits. The AIM Cancellation should not, in itself, prevent the Ordinary Shares (and, therefore, continued holdings of such Ordinary Shares) from qualifying as unlisted/unquoted securities for the purposes of certain specific UK tax rules (notably, the UK inheritance tax business property relief rules); and

–

under HMRC’s stated practice, those Shareholders who elect to deposit their holdings of Ordinary Shares for delivery of NASDAQ-listed ADSs should not be considered as disposing of the Ordinary Shares for UK capital gains tax purposes when transferring the shares to the Depositary, in exchange for the issue of ADSs on the basis that the Shareholder retains beneficial ownership of the Ordinary Shares concerned. Shareholders should be aware that HMRC to date has not published detailed guidance on the treatment of ADSs for inheritance tax purposes.

---

Shareholders who elect to deposit their holdings of Ordinary Shares for delivery of NASDAQ-listed ADSs prior to the AIM Cancellation should not incur a stamp duty, or SDRT, charge. It is expected that Shareholders who elect to deposit their holdings of Ordinary Shares for delivery of NASDAQ-listed ADSs following the AIM Cancellation will generally incur a stamp duty, or SDRT, charge at the rate of 1.5 per cent. of the market value of the Ordinary Shares being deposited.

It is strongly recommendedthat Shareholders obtain appropriate professional advice in respect of these and other taxes. Furthermore, each Shareholder’s decisionmay be impacted by market conditions (e.g. arbitrage opportunities between the prevailing Ordinary Share price on AIM and ADS price onNASDAQ, and associated foreign currency exchange and other economic factors), or, in some cases, the prescriptive nature of a given investor’sinvestment mandate (e.g. certain investors may be unable to hold US dollar denominated securities and/or securities listed on US exchanges).The Company is unable to predict what impact the AIM Cancellation will therefore have on the volume of trading in the Ordinary Shareson AIM or ADSs on NASDAQ, and related pricing and trading volume volatility.

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| --- | | 5. | General Meeting | | --- | --- |

The Board is seeking the approval of Shareholders at the General Meeting for the Share Consolidation, the replenishment and increase of the Directors’ general authority to issue and allot new securities, the disapplication of pre-emption rights, the change of the Company’s name, the adoption of the New Articles and the AIM Cancellation.

The formal Notice of General Meeting, which is to be held at the offices of the Company at 1 Caspian Point, Caspian Way, Cardiff CF10 4DQ at 10.00 a.m. on 24 March 2023, is set out at the end of this document. At the General Meeting, the following Resolutions will be proposed:

Resolution 1, which is to be proposed as an ordinary resolution, to approve, that every 20 Existing Ordinary Shares of £0.001 each in the capital of the Company be consolidated into one Consolidated Ordinary Share of £0.02 each, with such Consolidated Ordinary shares having the same rights and being subject to the same restrictions (save as to nominal value) as the Existing Ordinary Shares, to take effect from the Consolidation Record Date.

Resolution 2, which is to be proposed as an ordinary resolution, to authorise the Directors to allot new Ordinary Shares up to a maximum aggregate nominal amount of £1,911,169.68 in connection with the grant of the A Warrants, B Warrants, Ladenburg Warrants, Waiver Warrants and the Pre-Funded Warrants with a floor price of US$0.10 per Unit pursuant to the Price Adjustment Mechanism, such authority to expire at the conclusion of the annual general meeting of the Company to be held in 2025. This authority shall be in addition to any existing authority obtained (to the extent unused) at the Company’s last annual general meeting and last general meeting and in addition to any authority conferred upon the Board at its annual general meetings to be held in 2023 and 2024.

Resolution 3, which is to be proposed as an ordinary resolution, to generally authorise the Directors to allot new Ordinary Shares up to a maximum aggregate nominal amount of £2,300,000.00, equating approximately 100 per cent. of the maximum aggregate of the Company’s fully diluted share capital following Admission, such authority to expire at the conclusion of the annual general meeting of the Company to be held in 2025. This authority shall be in addition to any existing authority obtained (to the extent unused) at the Company’s last annual general meeting and last general meeting and in addition to any authority conferred upon the Board at its annual general meetings to be held in 2023 and 2024.

Resolution 4, which is conditional upon the passing of Resolution 2 and is to be proposed as a special resolution, to disapply statutory pre-emption rights to empower the Directors to allot equity securities pursuant to the power conferred in Resolution 2 on a non-pre-emptive basis, such authority to expire at the conclusion of the annual general meeting of the Company to be held in 2025.

Resolution 5, which is conditional upon the passing of Resolution 3 and is to be proposed as a special resolution, to disapply statutory pre-emption rights to empower the Directors to allot equity securities pursuant to the power conferred in Resolution 3 on a non-pre-emptive basis, such authority to expire at the conclusion of the annual general meeting of the Company to be held in 2025.

Resolution 6, which is to be proposed as a special resolution, that the Company’s name be changed to Biodexa Pharmaceuticals PLC.

Resolution 7, which is to be proposed as a special resolution, that the New Articles be adopted with effect from the AIM Cancellation (see paragraph 2(f) above).

Resolution 8, which is to be proposed as a special resolution, that the cancellation of the admission to trading on AIM of the Ordinary Shares be approved and to authorise the Directors to take all action reasonable or necessary to effect such cancellation.

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| --- | | 6. | Action to be taken | | --- | --- |

Information for Holders of Ordinary Shares

Shareholders on the Company’s share register at 6.00 p.m. on 22 March 2023 shall be entitled to participate at the General Meeting and vote in person or by proxy.

A Form of Proxy is enclosed for use by Shareholders at the General Meeting. Whether or not you intend to be present at the General Meeting, you are requested to complete, sign and return the Form of Proxy in accordance with the instructions printed thereon, as applicable, to the Company’s registrars, Neville Registrars Limited, of Neville House, Steelpark Road, Halesowen, West Midlands B62 8HD as soon as possible and in any event so as to be received not later than 10.00 a.m. on 22 March 2023 (or, in the case of an adjournment of the General Meeting, not later than 48 hours before the time fixed for the holding of the adjourned meeting (excluding any part of a day that is not a working day)). Appointing a proxy in accordance with the instructions set out above will enable your vote to be counted at the General Meeting in the event of your absence. The completion and return of a Form of Proxy will not preclude you from attending the General Meeting, or any adjournment thereof, and voting in person should you wish to do so.

If you hold your Ordinary Shares in uncertificated form (that is, in CREST) you may vote using the CREST Proxy Voting service in accordance with the procedures set out in the CREST Manual (please also refer to the accompanying notes to the Notice of General Meeting set out at the end of this document). Forms of Proxy submitted via CREST must be received by the Company’s agent (ID 7RA11) by no later than

10.00 a.m. on 22 March 2023 (or, in the case of an adjournment, not later than 48 hours (excluding any part of a day that is not a working day) before the time fixed for the holding of the adjourned meeting). You are strongly encouraged to appoint the Chairman of the General Meeting as your proxy but you are entitled to appoint a person other than the Chairman as your proxy should you wish to do so.

Information for Holders of ADSs

If you hold ADSs, you may instruct the Depositary, either directly or through your broker, bank or other intermediary, how to vote the Ordinary Shares underlying your ADSs. Please note that only holders of Ordinary Shares, and not holders of ADSs, are entitled to vote directly at the General Meeting. The Depositary has fixed a record date for the determination of holders of ADSs who shall be entitled to give such voting instructions. We have been informed by the Depositary that it has set the “ADS Record Date” for the General Meeting as 1 March 2023. If you are a registered holder of ADSs on the Depositary’s register, you may give voting instructions by completing, signing and returning the ADS voting card that you should have received from the Depositary. If you hold ADSs through a broker or other securities intermediary, you should receive information from your intermediary as to how you can give voting instructions. In each case, voting instructions must be received by the Depositary by 12.00 p.m. EST on 21 March 2023. Brokers and other intermediaries will set their own cutoff dates and times to receive your instructions, which will be earlier than the date and time specified above.

7.	Recommendation

The Directors consider the Share Consolidation and the Resolutions to be in the best interests of the Company and its Shareholders as a whole and, accordingly, unanimously recommend that Shareholders vote in favour of all of the Resolutions to be proposed at the General Meeting as they intend so to do in respect of their beneficial holdings amounting, in aggregate, to 128,609 Existing Ordinary Shares, representing approximately 0.07 per cent. of the existing issued ordinary share capital of the Company.

Yours faithfully,

Stephen Parker

Chairman

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| --- |

NOTICE OF GENERAL MEETING

MIDATECH PHARMA PLC

(Incorporated and registeredin England and Wales with registered no. 09216368)

NOTICE IS HEREBY GIVEN THAT a general meeting (“GM”) of the members of Midatech Pharma plc (the “Company”) will be held at the offices of the Company at 1 Caspian Point, Caspian Way, Cardiff CF10 4DQ at 10.00 a.m. on 24 March 2023 to consider and, if thought fit, to pass the following resolutions. Resolutions 1, 2 and 3 will be proposed as ordinary resolutions and resolutions 4, 5, 6, 7 and 8 will be proposed as special resolutions (collectively, the “Resolutions” and each a “Resolution”).

Unless the context otherwise requires, words and expressions used in this notice have the meanings given to them in the circular to shareholders of the Company dated 7 March 2023 of which this notice forms part.

ORDINARY RESOLUTIONS

1.	THAT, in accordance with section 618 of the Companies Act 2006 (the “Act”),<br>and with effect from 27 March 2023, every 20 existing ordinary shares of £0.001 each in the capital of the Company (the “ExistingOrdinary Shares”) be consolidated into one new consolidated ordinary share of £0.02 in nominal value each (the “ConsolidatedOrdinary Shares”) having the same rights and ranking pari passu in all respects with the Existing Ordinary Shares, provided<br>that where such consolidation results in any member being entitled to a fraction of a new Consolidated Ordinary Share, such fraction shall<br>be aggregated and the directors of the Company be and are hereby authorised to sell (or appoint another person to sell) such fraction<br>on behalf of the relevant member where the net proceeds of such sale will be retained for the benefit of the Company.
2.	THAT, the Directors be and are hereby generally and unconditionally authorised (in addition to<br>the allotment authority (to the extent unused) obtained at the Company’s last annual general meeting and general meeting) pursuant<br>to section 551 of the Act to exercise all or any of the powers of the Company to allot shares in the Company or grant rights to subscribe<br>for or to convert any securities into shares in the Company up to an aggregate nominal amount of £1,911,169.68 in connection with<br>the grant of the A Warrants, B Warrants, Ladenburg Warrants, Waiver Warrants and the Pre-Funded Warrants with a floor price of US$0.10<br>per Unit pursuant to the Price Adjustment Mechanism, provided that:
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(i)	the authority given pursuant to this Resolution 2 will be in addition to any authority conferred upon<br>the Board for the purposes of section 551 of the Act at its annual general meetings to be held in 2023 and 2024 and shall expire at the<br>conclusion of the annual general meeting of the Company to be held in 2025 (unless renewed, varied or revoked by the Company prior to<br>or on that date); and
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(ii)	the Company may make an offer or agreement which would or might require such securities to be allotted<br>after this authority expires and the Directors may allot such securities in pursuance of such offer or agreement as if this authority<br>had not expired.
---	---
3.	THAT, the Directors be and are hereby generally and unconditionally authorised (in addition to<br>the allotment authority (to the extent unused) obtained at the Company’s last annual general meeting and general meeting) pursuant<br>to section 551 of the Act to exercise all or any of the powers of the Company to allot shares in the Company or grant rights to subscribe<br>for or to convert any securities into shares in the Company up to an aggregate nominal amount of £2,300,000.00 (so as to represent<br>approximately 100 per cent. of the Company’s maximum fully diluted share capital following Admission) provided that:
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(i)	the authority<br>given pursuant to this Resolution 3 will be in addition to any authority conferred upon the Board for the purposes of section 551 of the<br>Act at its annual general meetings to be held in 2023 and 2024 and shall expire at the conclusion of the annual general meeting of the<br>Company to be held in 2025 (unless renewed, varied or revoked by the Company prior to or on that date); and
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| --- | | (ii) | the Company may make an offer or agreement which would or might require such securities to be allotted after this authority expires and the Directors may allot such securities in pursuance of such offer or agreement as if this authority had not expired. | | --- | --- |

SPECIAL RESOLUTIONS

4.	THAT, subject to and conditional on the passing of Resolution 2, the Directors be and are hereby<br>generally empowered pursuant to sections 570 and 573 of the Act, to allot equity securities (as defined in section 560 of the Act)<br>for cash, pursuant to the authority conferred in Resolution 2 above, as if section 561 of the Act did not apply to any such allotment,<br>provided that, such power is to be limited to the allotment of equity securities up to a nominal amount of £2,905,400.59 in connection<br>with the grant of the A Warrants, B Warrants, Ladenburg Warrants, Waiver Warrants and the Pre-Funded Warrants with a floor price<br>of US$0.10 per Unit pursuant to the Price Adjustment Mechanism, provided that the powers conferred by this resolution shall be in addition<br>to any authority to waive the application of section 561 of the Act conferred upon the Board at the Company’s last annual general<br>meeting and general meeting (to the extent unused) and the Company’s annual general meetings to be held in 2023 and 2024 and shall<br>expire at the conclusion of the annual general meeting of the Company to be held in 2025 (unless renewed, varied or revoked by the Company<br>prior to or on that date), EXCEPT that the Company may, before such expiry, make an offer or agreement which would or might require<br>shares to be allotted or the granting of rights to subscribe for, or convert any security into, shares in the Company after such expiry<br>and the Directors may allot shares and grant rights to subscribe for, or convert such security into, shares in the Company in pursuance<br>of any such offer or agreement as if the authority conferred hereby had not expired.
5.	THAT, subject to and conditional on the passing of Resolution 3, the Directors be and are hereby<br>generally empowered pursuant to sections 570 and 573 of the Act, to allot equity securities (as defined in section 560 of the Act)<br>for cash, pursuant to the authority conferred in Resolution 3 above, as if section 561 of the Act did not apply to any such allotment,<br>provided that, such power is to be limited to the allotment of equity securities up to a nominal amount of £4,200,000 provided that<br>the powers conferred by this resolution shall be in addition to any authority to waive the application of section 561 of the Act conferred<br>upon the Board at the Company’s last annual general meeting and general meeting (to the extent unused) and the Company’s annual<br>general meetings to be held in 2023 and 2024 and shall expire at the conclusion of the annual general meeting of the Company to be held<br>in 2025 (unless renewed, varied or revoked by the Company prior to or on that date), EXCEPT that the Company may, before such expiry,<br>make an offer or agreement which would or might require shares to be allotted or the granting of rights to subscribe for, or convert any<br>security into, shares in the Company after such expiry and the Directors may allot shares and grant rights to subscribe for, or convert<br>such security into, shares in the Company in pursuance of any such offer or agreement as if the authority conferred hereby had not expired.
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6.	THAT, the Company changes its name to Biodexa Pharmaceuticals PLC.
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7.	THAT, subject to and with effect from the AIM Cancellation, the draft articles of association tabled<br>at the meeting, initialed by the Chairman, and available on the Company’s website, www.midatechpharma.com<br>and labelled the ‘New Articles’ be approved and adopted as the new articles of association of the Company in substitution<br>for and to the entire exclusion of the Company’s existing articles of association.
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| --- | | 8. | THAT, in accordance with Rule 41 of the AIM Rules for Companies, the cancellation of the admission to trading on AIM of the Ordinary Shares be and is hereby approved and the Directors be authorised to take all action reasonable or necessary to effect such cancellation. | | --- | --- |

By order of the Board

Stephen Stamp

Company Secretary

Registered office:

1 Caspian Point

Caspian Way

Cardiff

Wales

CF10 4DQ

Dated: 7 March 2023

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NOTES:

Proxies

1.	Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001 (as amended), only those<br>members registered on the register of members of the Company at close of business on 22 March 2023 (or if the General Meeting is adjourned,<br>48 hours (excluding any part of a day that is not a working day) before the time fixed for the adjourned GM) shall be entitled to<br>attend and vote at the GM in respect of the number of shares registered in their name at that time. In each case, changes to the register<br>of members after such time shall be disregarded in determining the rights of any person to attend or vote at the General Meeting.
2.	A member who is entitled to attend, speak and vote at the General Meeting may appoint a proxy to attend,<br>speak and vote instead of him. A member may appoint more than one proxy provided each proxy is appointed to exercise rights attached to<br>different shares (so a member must have more than one share to be able to appoint more than one proxy). A proxy need not be a member of<br>the Company but must attend the General Meeting in order to represent you. A proxy must vote in accordance with any instructions given<br>by the member by whom the proxy is appointed. Appointing a proxy will not prevent a member from attending in person and voting at the<br>General Meeting (although voting in person at the General Meeting will terminate the proxy appointment). A proxy form is enclosed. The<br>notes to the proxy form include instructions on how to appoint the Chairman of the General Meeting or another person as a proxy. You can<br>only appoint a proxy using the procedures set out in these Notes and in the notes to the proxy form.
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3.	To be valid, the Form of Proxy and any power of attorney or other authority (if any) under which it is<br>signed (or a copy certified notarially, or in some other manner approved by the Board) must be completed and returned so as to reach<br>the Company’s registrars, Neville Registrars Limited, at: Neville House, Steelpark Road, Halesowen B62 8HD by no later than 10.00<br>a.m. on 22 March 2023 (or, if the meeting is adjourned, not less than 48 hours before the time fixed for the holding of the adjourned<br>meeting) (excluding any part of a day that is not a working day)).
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4.	In the event that a poll is demanded at the meeting, and such poll is to be taken more than 48 hours thereafter,<br>the Form of Proxy (together with any documents of authority required by note 3) may be returned to the Company’s registrars, Neville<br>Registrars Limited at the address in note 3 above so as to arrive not later than 24 hours before the time appointed for such poll. In<br>the event that a poll is demanded at the meeting, and such poll is not taken at the meeting, but is taken less than 48 hours after the<br>meeting, the enclosed Form of Proxy (together with any documents of authority required by note 3) may be delivered at the meeting to the<br>chairman of the meeting or to the secretary or any director of the Company.
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5.	In the case of joint holders, the signature of only one of the joint holders is required on the Form of<br>Proxy, but the vote of the senior (by order in the register of members) who tenders a vote will be accepted to the exclusion of the others.
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6.	A member that is a company or other organisation not having a physical presence cannot attend in person<br>but can appoint someone to represent it. This can be done in one of two ways: either by the appointment of a proxy (described in Notes<br>2 to 4 above) or of a corporate representative. Members considering the appointment of a corporate representative should check their own<br>legal position, the Company’s articles of association and the relevant provision of the Companies Act 2006.
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7.	CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment<br>service may do so for this meeting and any adjournment(s) thereof by utilising the procedures described in the CREST Manual. CREST personal<br>members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their<br>CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.
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8.	In order for a proxy appointment made by means of CREST to be valid, the appropriate CREST message (a<br>‘CREST Proxy Instruction’) must be properly authenticated in accordance with Euroclear UK & International Limited’s<br>(‘Euroclear’) specifications and must contain the information required for such instructions, as described in<br>the CREST Manual. The message (regardless of whether it relates to the appointment of a proxy, the revocation of a proxy appointment or<br>to an amendment to the instruction given to a previously appointed proxy) must be transmitted so as to be received by the Company’s<br>agent, Neville Registrars Limited (CREST Participant ID 7RA11 by the latest time for proxy appointments set out in note 3 above. For this<br>purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Application<br>Host) from which the Company’s agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After<br>this time, any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.
---	---
9.	CREST members and, where applicable, their CREST sponsors or voting service providers should note that<br>Euroclear does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will<br>therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or,<br>if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s), to procure that his<br>CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means<br>of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service<br>providers are referred, in particular, to those sections of the CREST Manual (www.euroclear.com/site/public/EUI)<br>concerning practical limitations of the CREST system and timings.
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10.	The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation<br>35(5)(a) of the Uncertificated Securities Regulations 2001 (as amended).
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| --- | | 11. | If you hold American Depositary Shares (“ADSs”) representing Ordinary Shares, you may instruct The Bank of New York Mellon as the depositary (the “Depositary”), either directly or through your broker, bank or other nominee, how to vote the Existing Ordinary Shares underlying your ADSs. Please note that only holders of Existing Ordinary Shares, and not holders of ADSs, are entitled to vote directly at the General Meeting. The Depositary has fixed a record date for the determination of holders of ADSs who shall be entitled to give such voting instructions. We have been informed by the Depositary that it has set the “ADS Record Date” for the General Meeting as 1 March 2023. If you are a registered holder of ADSs on the Depositary’s register, you may give voting instructions by completing, signing and returning the ADS voting card that you should have received from the Depositary. If you hold ADSs through a broker or other securities intermediary, you should receive information from your intermediary as to how you can give voting instructions want the Depositary to vote your ADSs at the General Meeting, you may provide your voting instructions to the Depositary via the internet, by telephone or by sending in a completed voting instruction card, as described on such card. In each case, voting instructions must be received by the Depositary by 12.00 p.m. EST on 21 March 2023. Brokers and other intermediaries will set their own cutoff dates and times to receive your instructions, which will be earlier. Holders of ADSs are advised to refer to the ‘Frequently Asked Questions’ that accompanies this Notice of General Meeting, which addresses further questions that holders of ADSs may have in respect of voting Ordinary Shares underlying ADSs at the General Meeting. | | --- | --- |

GM Live Broadcast

12.	The GM will be broadcast live via a Zoom webinar, which will enable shareholders to<br>join via PC, laptop, tablet or mobile device. A recording will also be available for viewing at www.midatechpharma.com<br>following the GM.
13.	If you are interested in joining the Zoom webinar, please contact Sara Siddall by emailing<br>sara.siddall@midatechpharma.com<br>for details of how to join the Zoom webinar.
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14.	Please note that viewing the webinar does not enable shareholders to ask questions or to vote during the meeting. If you attend the<br>GM in person, you may be included in the webinar broadcast.
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Frequently Asked Questionsand Answers for Holders of American Depositary Shares (ADSs)

The information provided in the ‘question and answer’ format below is for your convenience only and you should read the entire accompanying Notice of General Meeting carefully. Information contained on, or that can be accessed through, our website is not intended to be incorporated by reference into the Notice of General Meeting.

What does an ADS represent?

Each ADS represents twenty-five (25) Ordinary Shares of the Company. Each Ordinary Share is entitled to one vote.

If I hold ADSs, how do my rights differ from those who hold Ordinary Shares?

ADS holders do not have the same rights as holders of our Ordinary Shares. English law governs the rights of holders of our Ordinary Shares. The Deposit Agreement sets out the rights of ADS holders as well as the rights and obligations of the Depositary. Each ADS represents twenty five (25) Ordinary Shares deposited with the custodian for the Depositary under the Deposit Agreement. The Depositary is the holder of the Ordinary Shares underlying the ADSs. The Depositary’s principal executive office is located at 240 Greenwich Street, New York, New York 10286.

Ordinary Shares underlying ADSs will not be voted on any matter not disclosed in the Notice of General Meeting.

Who is entitled to vote at the General Meeting?

If you are a registered holder of the ADSs on the books of The Bank of New York Mellon on 1 March 2023 (the “ADS Record Date”), then at or prior to 12.00 p.m. (New York Time) on 21 March 2023 you may provide instructions to the Depositary as to how to vote the Ordinary Shares underlying your ADSs on the issues set forth in the Notice of General Meeting. The Depositary will mail you a voting instruction card if you hold ADSs in your own name on the Depositary’s share register (“Registered Holders”). If, however, on the ADS Record Date you hold your ADSs through a bank, broker, custodian or other intermediary (“Beneficial Holders”), it is anticipated that such bank, broker, custodian or intermediary will forward the voting instruction forms to you.

–	Registered Holders: Registered Holders of ADSs must complete, sign and return a Voting Instruction Form to be actually received<br>by the Depositary on or prior to 12.00 p.m. (New York Time) on 21 March 2023.
–	Beneficial Holders: If your ADSs are held in a stock brokerage account or through a bank or other intermediary, you are<br>considered the beneficial owner of those ADSs and this Notice of General Meeting was forwarded to you by your broker or nominee.<br>A holder of ADSs held through a broker, bank or other intermediary (a Beneficial Holder of ADSs) should follow the instructions that<br>its broker, bank or other intermediary provides to vote the Ordinary Shares underlying its ADSs. The Depositary has fixed a record<br>date for the determination of holders of ADSs who shall be entitled to give such voting instructions. We have been informed by the Depositary<br>that it has set the ADS Record Date for the General Meeting as 1 March 2023. Your broker or other intermediary will set its own cutoff<br>date and time to receive your voting instructions, which will be earlier than the date and time specified above.
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–

Registered Holders: Registered Holders of ADSs must complete, sign and return a Voting Instruction Form to be actually received by the Depositary on or prior to 12.00 p.m. (New York Time) on 21 March 2023.

–

Beneficial Holders: If your ADSs are held in a stock brokerage account or through a bank or other intermediary, you are considered the beneficial owner of those ADSs and this Notice of General Meeting was forwarded to you by your broker or nominee. A holder of ADSs held through a broker, bank or other intermediary (a Beneficial Holder of ADSs) should follow the instructions that its broker, bank or other intermediary provides to vote the Ordinary Shares underlying its ADSs. The Depositary has fixed a record date for the determination of holders of ADSs who shall be entitled to give such voting instructions. We have been informed by the Depositary that it has set the ADS Record Date for the General Meeting as 1 March 2023. Your broker or other intermediary will set its own cutoff date and time to receive your voting instructions, which will be earlier than the date and time specified above.

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How will the Ordinary Shares underlying my ADSs be voted if I do not provide voting instructions to the Depositary or my broker, bank or other intermediary?

With respect to Ordinary Shares represented by ADSs for which no timely voting instructions are received by the Depositary from a holder of ADSs, the Depositary shall not vote such Ordinary Shares. The Depositary will not itself exercise any voting discretion in respect of any Ordinary Shares.

If you own ADSs through a broker, bank or other intermediary and you do not direct your broker how to instruct the Depositary how to vote the Ordinary Shares represented by your ADSs on the proposals, your shares will not be voted on any proposal on which the broker does not have discretionary authority to provide voting instructions to the Depositary. This is referred to as a broker non-vote. Broker non-votes on a particular proposal will not be counted as votes cast and will have no effect on the outcome of the vote with respect to such matter.

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What is an ‘abstention’ and how would it affect the vote?

With respect to ADSs, an abstention occurs when a holder of ADSs sends proxy instructions to the Depositary to abstain from voting regarding a particular matter or without making a selection with respect to a particular matter. Abstentions by holders of ADSs will not be counted as votes cast and will have no effect on the outcome of the vote on matters on which a holder has abstained.

How can I vote my ADSs?

You may give voting instructions to the Depositary or your broker, bank or other intermediary, as applicable, with respect to the Ordinary Shares underlying your ADSs. If you held ADSs as of the ADS Record Date, you have the right to instruct the Depositary – if you hold your ADSs directly – or the right to instruct your broker, bank or other intermediary – if you hold your ADSs through such intermediary – on how to vote. So long as the Depositary receives your voting instructions on or prior to 12.00 p.m. (New York Time) on 21 March 2023, it will, to the extent practicable and subject to English law and the terms of the Deposit Agreement, vote the underlying Ordinary Shares as you instruct. If your ADSs are held through a broker, bank or other intermediary, such intermediary will provide you with instructions on how you may give voting instructions with respect to the Ordinary Shares underlying your ADSs. Please check with your broker, bank or other nominee, as applicable, and carefully follow the voting procedures provided to you.

To the extent you provide the Depositary or your broker, bank or other intermediary, as applicable, with voting instructions, the Depositary will endeavour to vote the Ordinary Shares underlying your ADSs in accordance with your instructions.

Can I change my vote?

If you hold ADSs, directly or through a broker, bank or other intermediary, you must follow the instructions provided by the Depositary or such broker, bank or other intermediary if you wish to change your vote. The last instructions you submit prior to the deadline indicated by the Depositary or the broker, bank or other intermediary, as applicable, will be used to instruct the Depositary how to vote the Ordinary Shares underlying your ADSs.

May I attend the General Meeting?

Only holders of Ordinary Shares are entitled to attend the General Meeting. As a holder of ADSs, you are not entitled to attend the General Meeting unless you surrender your ADSs to the Depositary for the purpose of withdrawal and become a holder of Ordinary Shares not later than 22 March 2023.

From whom will I receive voting materials for the General Meeting?

If you hold ADSs in your own name registered on the books of the Depositary, you are considered the Registered Holder of the ADSs and will receive these voting materials from the Depositary. If you hold ADSs through a broker, bank or other intermediary, you are considered the beneficial owner of the ADSs and you will receive the proxy materials from your broker, bank or other intermediary.

Exhibit 99.2

8 March 2023

Midatech Pharma PLC

(“Midatech” or the “Company”)

Posting of Circular and Notice of GeneralMeeting

Proposed Share Consolidation, Authorityto Allot Shares, Disapplication of Pre-Emption Rights, Change of Name, Adoption of New Articles and Cancellation of Admission to Tradingon AIM

Midatech Pharma PLC (AIM: MTPH.L; Nasdaq: MTP), a drug delivery technology company focused on improving the bio-delivery and bio-distribution of medicines, announces, further to the Company’s announcements of 9 February and 15 February 2023, that a circular (the “Circular”) and formal Notice of General Meeting was posted to shareholders yesterday and will be made available on the Company’s website at: www.midatechpharma.com/investors/shareholder-information.

The Circular contains details of, inter alia, the Company’s proposed share consolidation, authority to allot ordinary shares and to disapply pre-emption rights, change of name, adoption of New Articles, and cancellation of the admission of the Company’s ordinary shares to trading on AIM, all of which are subject to, inter alia, approval by shareholders at the General Meeting.

Proposed Share Consolidation

Midatech’s Board is proposing a resolution at the General Meeting to seek approval for a consolidation of the ordinary shares of £0.001 each in the capital of the Company (the “Ordinary Shares”), such that every 20 Ordinary Shares will be consolidated into one new ordinary share of £0.02 nominal value each (the “Consolidated Ordinary Shares”) (the “Share Consolidation”).

The Company incurs certain costs based on the number of ADSs in issue from time to time which could be reduced if the number of underlying Ordinary Shares and consequently ADSs were to be reduced by way of the proposed Share Consolidation. The Board also believes that the Share Consolidation could improve the marketability of the Ordinary Shares and reduce volatility in the Company’s share price by potentially narrowing the spread of the bid and offer price in respect of the Ordinary Shares.

The effective date of the Share Consolidation is expected to be 27 March 2023. Subject to receipt of shareholder approval in respect of the Share Consolidation, holders of Ordinary Shares will be mandatorily required to surrender their Ordinary Shares for cancellation and in exchange receive one new Consolidated Ordinary Share (ISIN: GB00BNGF1L75) for every 20 existing Ordinary Shares (ISIN: GB00BKT14T00) held. No shareholder will be entitled to a fraction of a Consolidated Ordinary Share. Instead, their entitlement will be rounded down to the nearest whole number of Consolidated Ordinary Shares. Fractional entitlements to Consolidated Ordinary Shares will then be aggregated and sold in the market following Admission on behalf of, and the proceeds of sale applied for, the benefit of the Company.

Other than the change in nominal value, the Consolidated Ordinary Shares arising on implementation of the Share Consolidation will have the same rights as the existing Ordinary Shares, including voting, dividend and other rights.

Subject to the Share Consolidation being approved by shareholders at the General Meeting, the Company intends to change the ratio of its ADSs from 1 ADS representing 25 Ordinary Shares to a new ratio of 1 ADS representing 5 Ordinary Shares (the “Ratio Change”) in order to, in conjunction with the Share Consolidation, bring the price of the ADSs into compliance with NASDAQ’s US$1.00 minimum bid price per share requirement. The Company can give no assurance that the Share Consolidation and the Ratio Change will be successful in achieving the Company’s goal of regaining compliance with NASDAQ’s minimum bid price requirement.

Proposed Authority to Allot Shares and Disapplicationof Pre-Emption Rights

As detailed in the Company’s announcement of 9 February 2023, the recent Private Placement contained provisions whereby the effective issue price may be adjusted by way of the Price Adjustment Mechanism with a floor price of US$0.30 per Unit, or, subject to shareholder approval, US$0.10 per Unit, consequently increasing the number of ADSs and/or Pre-Funded Warrants to be issued under the Private Placement. For the avoidance of doubt, the Price Adjustment Mechanism can only result in an increase in the number of securities being issued pursuant to the Private Placement, not a decrease in the subscription value or proceeds which is fixed at an aggregate of US$6.0 million gross and has already been received by the Company.

The Company’s pre-existing authority to allot shares is sufficient to allot the number of additional new Ordinary Shares and/or new ADSs (including those to be issued on exercise of the Pre-Funded Warrants) as would potentially be required pursuant to the Price Adjustment Mechanism provided that the issue price is not less than US$0.30. However, the Company does not currently have sufficient authority to allot the number of new Ordinary Shares as would be required upon exercise of the A Warrants, B Warrants, Ladenburg Warrants and Waiver Warrants and, accordingly, all such Warrants are subject to shareholder approval at the forthcoming General Meeting. In addition, subject to shareholder approval being obtained at the General Meeting, the floor price in respect of the Price Adjustment Mechanism would be reduced to US$0.10 per Unit and, accordingly, shareholder approval is being sought to enable the Company to potentially allot up to the maximum number of new Ordinary Shares as would be required should the issue price be adjusted to US$0.10 and all Pre-Funded Warrants be exercised.

In addition, the Company is putting forward a resolution to generally approve the allotment and issue of new Ordinary Shares, with such authority to expire at the conclusion of the annual general meeting of the Company to be held in 2025, representing approximately 100 per cent. of the Company’s fully diluted share capital following Admission, assuming that the maximum number of Pre-Funded Warrants are granted pursuant to the abovementioned Price Adjustment Mechanism thereby adjusting the issue price to the floor of US$0.10 per Unit.

The Board is proposing to disapply the pre-emption rights associated with the allotment of new Ordinary Shares as described above, subject to receiving the requisite shareholder approval.

Proposed Change of Name

Subject to approval by shareholders of the relevant resolution at the General Meeting, Midatech’s name is intended to be changed to Biodexa Pharmaceuticals PLC on or around 27 March 2023. The new AIM Symbol/TIDM will be “BDRX” once the name change is effected, and the new trading symbol on NASDAQ is expected to also be “BDRX”.

Proposed AIM Cancellation and Adoption of NewArticles

Subject to shareholder approval, the admission of the Ordinary Shares to trading on AIM is intended to be cancelled (the “AIM Cancellation”), although trading on NASDAQ in the ADSs will be maintained.

The Board has decided to propose the AIM Cancellation for the following reasons:

·	an increasingly smaller proportion of trading in the Ordinary Shares is conducted on AIM compared to NASDAQ and such trend is likely<br>to continue following registration of the ADSs issued, and to be issued following the potential future exercise of the Warrants, in connection<br>with the Private Placement;
·	the AIM Cancellation is expected to further enhance<br>the liquidity of trading in the Company’s securities by combining on NASDAQ the current volume of transactions from both NASDAQ<br>and AIM, thereby making the Company’s securities more liquid and attractive to potential investors;
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·	a NASDAQ-only listing structure provides for<br>a more streamlined operation that better aligns with the therapeutics companies that are Midatech’s true peers;
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·	the cost, management time commitment and the<br>burden of complying with the AIM Rules and maintaining a quotation on AIM is duplicative of that for complying with the NASDAQ Rules and<br>the Company sees advantages in reducing its cost base as it progresses its clinical programmes and commercial strategy; and
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·	ADSs representing the Ordinary Shares will still be tradeable by Shareholders on NASDAQ.
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The AIM Cancellation is expected to take place approximately one month following the General Meeting (assuming the Company obtains approval from shareholders to the AIM Cancellation), in order to give shareholders sufficient time to convert their existing Ordinary Shares into ADSs. Shareholders are recommended to refer to the ‘Frequently Asked Questions’ document that accompanies the Circular and is available on the Company’s website, which addresses further questions in respect of the implications of the AIM Cancellation in relation to holdings of existing Ordinary Shares.

In connection with the AIM Cancellation, and in order to facilitate the sole remaining listing on NASDAQ, it is proposed that the Company will adopt New Articles at the General Meeting. The New Articles make a number of changes that are either administrative in nature or reflect certain updates in applicable law or best practice for companies with shares and ADSs admitted to trading on NASDAQ.

General Meeting

The General Meeting has been convened for 10.00 a.m. GMT on 24 March 2023 at the Company’s offices at 1 Caspian Point, Caspian Way, Cardiff CF10 4DQ. While the Company will hold the General Meeting at its offices, shareholders may not wish to attend the General Meeting in person but instead be represented by the Chair of the General Meeting acting as their proxy. Further details on how to vote by proxy are set out in the Notice of General Meeting.

The Circular and associated documents are also available in the “Investors” section of the Company’s website at www.midatechpharma.com/investors/shareholder-information.

Board Recommendation

The Board considers the resolutions being tabled at the General Meeting to be in the best interests of the Company and its shareholders as a whole, and consequently the Directors unanimously recommend that shareholders vote in favour of the resolutions.

Expected Timetable of Principal Events

Event	Time and/or date 2023
Publication of the Circular and Forms of Proxy	7 March
Latest time and date for receipt of Forms of Proxy	10.00 a.m. on 22 March
General Meeting	10.00 a.m. on 24 March
Consolidation Record Date	6.00 p.m. on 24 March
Share Consolidation effective	8.00 a.m. on 27 March
Admission effective and dealings in the Consolidated Ordinary Shares expected to commence on AIM	8.00 a.m. on 27 March
CREST accounts expected to be credited with the Consolidated Ordinary Shares (where applicable)	8.00 a.m. on 27 March
Dispatch of definitive share certificates (where applicable) in respect of the Consolidated Ordinary Shares	week commencing 3 April
Cancellation of admission of Ordinary Shares to trading on AIM	26 April

Additional Information

The Company notes its announcement of 15 February 2023 confirming the closing of the US$6 million gross private placement and confirms that the results of the forthcoming General Meeting will have no impact on the Company’s receipt of the net proceeds from such fundraising.

Capitalised terms used herein shall have thesame meanings as those set out in the Circular unless the context requires otherwise.

For more information, please contact:

Midatech Pharma PLC
Stephen Stamp, CEO, CFO
Tel: +44 (0)29 2048 0180
www.midatechpharma.com
Strand Hanson Limited (Nominated Adviser and Broker)
James Dance / Matthew Chandler / Rob Patrick
Tel: +44 (0)20 7409 3494
IFC Advisory Limited (Financial PR and UK Investor Relations)
Tim Metcalfe / Graham Herring
Tel: +44 (0)20 3934 6630
Email: midatech@investor-focus.co.uk
Edison Group (US Investor Relations)
Alyssa Factor
Tel: +1 (860) 573 9637
Email: afactor@edisongroup.com

Forward-Looking Statements

Certain statements in this announcement may constitute "forward-looking statements" within the meaning of legislation in the United Kingdom and/or the United States Private Securities Litigation Reform Act. All statements contained in this announcement that do not relate to matters of historical fact should be considered forward-looking statements.

Reference should be made to those documents that Midatech shall file from time to time or announcements that may be made by Midatech in accordance with the London Stock Exchange’s AIM Rules for Companies ("AIM Rules"), the Disclosure and Transparency Rules ("DTRs") and the rules and regulations promulgated by the US Securities and Exchange Commission, which contains and identifies other important factors that could cause actual results to differ materially from those contained in any projections or forward-looking statements. These forward-looking statements speak only as of the date of this announcement. All subsequent written and oral forward-looking statements by or concerning Midatech are expressly qualified in their entirety by the cautionary statements above. Except as may be required under the AIM Rules or the DTRs or by relevant law in the United Kingdom or the United States, Midatech does not undertake any obligation to publicly update or revise any forward-looking statements because of new information, future events or otherwise arising.

Exhibit 99.3

FREQUENTLY ASKED QUESTIONS REGARDING ORDINARY SHARES, ADSs AND THE PROPOSED AIM CANCELLATION

1.	WHAT IS THE RELATIONSHIP BETWEEN MIDATECH PHARMA PLC’S (“MIDATECH”) ORDINARY<br>SHARES AND AMERICAN DEPOSITARY SHARES (“ADSs”)?

Each ADS is a tradeable security representing twenty-five (25) ordinary shares of currently £0.001 nominal value each in the capital of Midatech, and, following the proposed consolidation of Midatech’s ordinary shares, each ADS shall represent twenty-five (25) ordinary shares of £0.02 nominal value each in the capital of Midatech (the “Ordinary Shares”). Assuming that the proposed consolidation is approved by shareholders at the General Meeting, in order to bring the price of the ADSs into compliance with NASDAQ’s minimum bid price requirement, Midatech intends to change the ratio of its ADSs from one (1) ADS representing 25 Ordinary Shares to a new ratio of one (1) ADS representing five (5) Ordinary Shares. There can be no assurance that such ratio change, if it occurs, will be effective in achieving Midatech’s goal of regaining compliance with NASDAQ’s minimum bid price requirement.

The ADSs representing Ordinary Shares are listed on The NASDAQ Capital Market (“NASDAQ”) under the ticker symbol: MTP and following the proposed change of name of Midatech to Biodexa Pharmaceuticals PLC the ticker symbol is expected to change to “BDRX”. The value of each ADS is denominated in US dollars. Midatech is proposing that there is a cancellation of the admission of its Ordinary Shares to trading on AIM, subject to shareholder approval at the general meeting to be held on 24 March 2023 (the “General Meeting”) (the “AIM Cancellation”).

2.	DO I NEED TO SELL MY AIM-QUOTED ORDINARY SHARES OR MUST I DEPOSIT THEM FOR DELIVERY OF NASDAQ-LISTED<br>ADSs?

As at the date of the shareholder circular and notice convening the General Meeting, holders of Ordinary Shares currently have three options:

(a)	You may choose to deposit your Ordinary Shares for delivery of ADSs tradeable on NASDAQ priorto the AIM Cancellation

If your investment is currently held in CREST and managed by a broker, your broker will be able to manage the deposit process for you in accordance with the process set out in Appendix A of this document. If you wish to deposit your Ordinary Shares for delivery of ADSs, you should contact your broker to initiate this process without delay. Please see the response to question 8 below “My brokercurrently holds my Ordinary Shares within a CREST nominee account – how do I deposit my shares for delivery of ADSs?”.

If you hold your investment in certificated form and wish to deposit it for delivery of ADSs without engaging the services of a broker, you may hold ADSs on the books of Midatech’s ADS depositary, BNY Mellon, in DRS (Direct Registration System) uncertificated format. For details on how to deposit your Ordinary Shares, please see the response to question 5 below “I hold my shares incertificated form and I want to deposit my Ordinary Shares for delivery of ADSs prior to the AIM Cancellation but do not want toengage a broker at this time – how do I do this?”.

(b)	You may choose to continue to hold your Ordinary Shares after the AIM Cancellation

Ordinary Shares will continue to be a valid equity interest in Midatech with full voting rights, rights to future dividends, etc., as currently held by holders of Ordinary Shares. However, following the AIM Cancellation there will be no regulated market or multilateral trading facility in the United Kingdom on which the Ordinary Shares can be traded. Please see the response to question 10 below “CanI continue to hold Ordinary Shares after the AIM Cancellation?”.

(c)	You may choose to sell your AIM-quoted Ordinary Shares prior to the AIM Cancellation becomingeffective

If you wish to maintain an equity interest in Midatech, you could choose to reinvest in Midatech by using the proceeds of the sale of your Ordinary Shares to buy NASDAQ-listed ADSs (NASDAQ ticker: currently MTP and proposed to change to BDRX). Dealing and tax costs would likely apply to the AIM and/or NASDAQ transactions.

3.	I DO NOT HAVE A BROKER – DO I REALLY NEED ONE?

You may wish to engage a broker if you are not participating in the block transfer process described in question 5 below. If you do not already have an account with a broker, you may be able to open one either online or through banks and building societies which offer broking services. You need to ensure that the broker and type of account on offer is capable of holding and trading US-listed securities. Often the most basic account offered is for public UK shares only so you will need to select an account that gives you the ability to buy and sell US-listed securities. Please ensure that you check with your broker that they can hold Midatech ADSs and have a Depository Trust Company (DTC) participant account.

4.	I CURRENTLY HOLD MY ORDINARY SHARES IN THE FORM OF A PAPER CERTIFICATE –<br>HOW DOES THE AIM CANCELLATION AFFECT ME?

Ordinary Shares in certificated form are not currently immediately tradeable as, in order to sell them, the share certificates or an acceptable indemnity in lieu thereof (in a form to be provided by Neville Registrars) needs to be deposited with a broker and “dematerialised” so that they are held in electronic form in CREST, which is the electronic system for the holding of shares in uncertificated form and paperless settlement of share trades on AIM. Only when the Ordinary Shares have been converted into electronic form can they then be traded on AIM.

If you choose to retain your Ordinary Shares in certificated form but do not deposit them for delivery of ADSs prior to the AIM Cancellation, in order to sell them following the AIM Cancellation, you will need to use a broker with UK and US capabilities to firstly dematerialise your UK share certificate or an acceptable indemnity in lieu thereof (in a form to be provided by Neville Registrars) into CREST and thereafter to liaise with Midatech’ s depositary, BNY Mellon, to issue the respective ADSs for your broker to sell on your behalf. Your broker will need to contact BNY Mellon in order for your Ordinary Shares to be deposited for delivery of ADSs and credited to the account held by your broker. Upon receiving instructions to do so, your broker would then trade your ADSs via NASDAQ and would remit the proceeds to your personal account. Please also see the response to question 10 below “Can I continue to hold Ordinary Sharesafter the AIM Cancellation?”. Please note that a deposit of Ordinary Shares for delivery of ADSs following the AIM Cancellation becoming effective will incur a UK stamp duty, or stamp duty reserve tax (“SDRT”), charge (the rate of which is currently 1.5 per cent. of the market value of the shares deposited for ADSs), although in all cases professional advice should be sought as to the applicable tax treatment.

5.	I HOLD MY SHARES IN CERTIFICATED FORM AND I WANT TO DEPOSIT MY ORDINARY SHARES<br>FOR DELIVERY OF ADSs PRIOR TO THE AIM CANCELLATION BUT DO NOT WANT TO ENGAGE A BROKER AT THIS TIME – HOW DO I DO THIS?

If your investment is currently held in certificated form outside of CREST, Midatech’s registrar, Neville Registrars, will facilitate a block transfer process, on behalf of Midatech, for those shareholders who do not already hold their Ordinary Shares via a broker and who may wish to participate in a managed deposit process. This process is only available prior to the AIM Cancellation to holders of Ordinary Shares in certificated form. Subject to the requisite paperwork being returned to Neville Registrars by the required deadline, being 1.00 p.m. on 24 April 2023, Neville Registrars, will arrange for the relevant Ordinary Shares to be transferred into CREST and then deposit the Ordinary Shares with BNY Mellon, as the depositary, who will then arrange for the delivery of ADSs in the name of the relevant shareholder on the books of the depositary, in registered uncertificated form. Holders of Ordinary Shares in certificated form will be sent a personalised block transfer participation request form, an example of which is set out in Appendix B. If a shareholder wishes to participate in this managed deposit process, they should complete the form and return it along with the original share certificate(s) or an acceptable indemnity in lieu thereof (in a form to be provided by Neville Registrars) to Neville Registrars at Neville House, Steelpark Road, Halesowen, West Midlands B62 8HD, so as to be received by Neville Registrars by no later than 1.00 p.m. on 24 April 2023. Further block transfer participation request forms (which are not personalised) are available on Midatech’s website at www.midatechpharma.com, or can be requested from Neville Registrars by calling +44 (0) 121 585 1131. Calls are charged at the standard geographic rate and will vary by provider. Calls from outside the UK will be charged at the applicable international rate. Lines are open from 9.00 a.m. to 5.00 p.m., Monday to Friday, excluding public holidays in England and Wales. Completed certificated transfer forms and original share certificates or an acceptable indemnity in lieu thereof may be returned to Neville Registrars, for UK shareholders only, by using the pre-paid envelope sent to you. Both UK shareholders and non-UK shareholders may prefer to return certificated transfer forms and original share certificates or an acceptable indemnity in lieu thereof using registered post.

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If the resolution proposed in connection with the AIM Cancellation is not passed at the General Meeting, all documents provided to Neville Registrars and/or BNY Mellon in relation to the deposit of Ordinary Shares for delivery of ADSs shall be of no effect and all original share certificates or an acceptable indemnity in lieu thereof will be returned to shareholders by Neville Registrars. Shareholders who hold their Ordinary Shares in certificated form and who do not elect to participate in this block transfer process may utilise the services of a broker to facilitate the deposit.

Following the deposit of Ordinary Shares for delivery of ADSs in registered uncertificated form, note that all registered holders will be subject to US stock transfer procedures and guidelines. Holders should consult with a broker to determine applicable stock transfer requirements in relation to future transfers of ADSs. These requirements may include a medallion signature guarantee to effect certain transfers. Further details on medallion signature guarantees may be found at www.investor.gov/introduction-investing/investing-basics/glossary/medallion-signature-guarantees- preventing.

6.	I HAVE ALREADY INITIATED THE DEMATERIALISATION OF MY UK SHARE CERTIFICATE INTO<br>CREST IN ORDER TO DEPOSIT MY ORDINARY SHARES FOR DELIVERY OF ADSs – WHAT SHOULD I DO?

In order to participate in the block transfer process being facilitated by Neville Registrars, you will need to return your original share certificate or an acceptable indemnity in lieu thereof (in a form to be provided by Neville Registrars) with your block transfer participation request form. Accordingly, if you have already returned your share certificate or an acceptable indemnity in lieu thereof (in a form to be provided by Neville Registrars) in order to dematerialise it into CREST, you will not be able to participate in the block transfer process. In these circumstances, you should continue with the dematerialisation process and contact your broker to ensure that this and the delivery of ADSs is completed before the AIM Cancellation. Please also see the response to question 7 below “I currently hold my ordinaryshares in uncertficated/electronic form in CREST – how does the AIM Cancellation affect me?”.

7.	I CURRENTLY HOLD MY ORDINARY SHARES IN UNCERTIFICATED/ELECTRONIC FORM IN CREST<br>– HOW DOES THE AIM CANCELLATION AFFECT ME?

If your investment is currently held in electronic form in CREST and managed by a broker, your broker will be able to manage the deposit process for you in accordance with the process set out in Appendix A of this document.

If your Ordinary Shares are currently held in electronic form in CREST and you do not deposit them for delivery of ADSs before the AIM Cancellation, your Ordinary Shares will continue to be held in your CREST account, but in unquoted form. Following the AIM Cancellation, you will not be able to publicly trade any of your Ordinary Shares on any recognised exchange in CREST as Midatech will have cancelled its admission to trading on AIM. Please see question 10 below “Can I continue to hold Ordinary Shares after the AIM Cancellation?”. Deposits of Ordinary Shares for delivery of ADSs following the AIM Cancellation becoming effective will incur a UK stamp duty, or SDRT, charge (the rate of which is currently 1.5 per cent. of the market value of the shares deposited for ADSs), although in all cases professional advice should be sought as to the applicable tax treatment.

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| --- | | 8. | MY BROKER CURRENTLY HOLDS MY ORDINARY SHARES WITHIN A CREST NOMINEE ACCOUNT – HOW DO I DEPOSIT MY SHARES FOR DELIVERY OF ADSs? | | --- | --- |

Many UK brokers have the ability to hold and trade NASDAQ-listed securities. In order to continue holding a form of security that is readily tradeable, you should contact your broker without delay to request that Ordinary Shares are deposited for delivery of ADSs by following the process set out on Appendix A of this document. Your broker will provide Midatech’s depositary, BNY Mellon, with certain details by email in relation to the deposit and will then transmit your Ordinary Shares electronically to BNY Mellon’s UK custodian’s CREST account in return for the delivery of ADSs.

9.	HOW DOES THE PRICE OF NASDAQ-LISTED ADSs COMPARE TO THE PRICE OF ORDINARY SHARES ON AIM?

Midatech currently maintains a listing of ADSs on the NASDAQ Capital Market tier of The NASDAQ Stock Market LLC. Each ADS is a financial instrument that currently represents twenty-five (25) Ordinary Shares. The price of each ADS is expressed in US dollars and should, but is not required to, approximate the value of the 25 Ordinary Shares that it currently represents on a currency adjusted basis. Currently, the price of an Ordinary Share on AIM can be compared approximately to the price of Midatech’s NASDAQ-listed ADSs by dividing the ADS price by 25 and then dividing by the US dollar to pounds sterling exchange rate to calculate the equivalent sterling denominated price per Ordinary Share.

As part of the AIM Cancellation, holders of Ordinary Shares may deposit such Ordinary Shares for delivery of ADSs (see question 2 “Do I needto sell my AIM-quoted Ordinary Shares or must I deposit them for delivery of NASDAQ listed ADSs?” above). Once Ordinary Shares are deposited and the ADSs subsequently delivered, the investment will be US dollar denominated instead of pounds sterling denominated. This means that when valued in pounds sterling, its value will fluctuate on a day-to-day basis in line with movements in the £:US$ exchange rate.

Once the AIM Cancellation takes effect on 26 April 2023, there will no longer be a published price for an individual Ordinary Share. It will, however, always be possible to calculate the value of an individual Ordinary Share in pounds sterling by taking the NASDAQ ADS market price, dividing by 25 and dividing by the US dollar to pounds sterling exchange rate. The NASDAQ ADS price is, and will continue to be, available via Midatech’s website at www.midatechpharma.com or may otherwise be found online on a broad range of third party financial websites.

10.	CAN I CONTINUE TO HOLD ORDINARY SHARES AFTER THE AIM CANCELLATION?

Should you wish to do so, it will be possible to continue to hold Ordinary Shares after the AIM Cancellation. However, shareholders should be aware that the Ordinary Shares will not be admitted to trading on any regulated market or multilateral trading facility in the United Kingdom and the Ordinary Shares will not be tradeable on NASDAQ in this form.

Should you wish to sell your Ordinary Shares following the AIM Cancellation becoming effective, you will likely be required first to deposit such Ordinary Shares for delivery of ADSs via Midatech’s depositary bank, BNY Mellon, and any sale of the resulting ADSs will likely need to be via a broker with US share trading capability. Please note that a deposit of Ordinary Shares for delivery of ADSs following the AIM Cancellation becoming effective will incur a UK stamp duty, or SDRT, charge (the rate of which is currently 1.5 per cent. of the market value of the shares deposited for ADSs), although in all cases professional advice should be sought as to the applicable tax treatment. Fees of up to US$0.05 per ADS may also be levied by Midatech’s depositary bank upon such exchange (although the depositary bank has confirmed that no such fee will be charged to holders on any exchange of Ordinary Shares for delivery of ADSs from the publication date of these FAQs (7 March 2023) until (and including) 25 April 2023).

11.	I ALREADY HOLD ADSs – AM I AFFECTED BY THE AIM CANCELLATION?

The NASDAQ-listed ADSs will continue to trade as normal. Existing holders of ADSs not also holding Ordinary Shares do not need to take any action in connection with the AIM Cancellation.

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| --- | | 12. | HOW DO I BUY AND SELL NASDAQ LISTED ADSs? | | --- | --- |

The majority of brokers in the UK have the capability to hold US exchange-listed securities and are capable of buying and selling them for you. A small depositary services fee (“DSF”) currently US$0.01 per ADS per annum, is levied by Midatech’s depositary bank, BNY Mellon, and brokers may also charge an annual fee for holding a US security on your behalf.

Should you wish to increase your holding in Midatech, you should be able to purchase further ADSs via your broker. You will need to instruct your broker to purchase Midatech ADSs (NASDAQ ticker: MTP, which is proposed to change to BDRX).

If you wish to continue to hold your investment in Midatech directly, without engaging the services of a broker, you may hold ADSs in your name on the books of Midatech’s depositary, in registered uncertificated form. If a shareholder wishes to receive ADSs without engaging the services of a broker prior to the AIM Cancellation, please see the response to question 5 above “I hold my Ordinary Sharesin certificated form and I want to deposit my Ordinary Shares for delivery of ADSs prior to the AIM Cancellation but do not wantto engage a broker at this time – how do I do this?”.

13.	IS THERE A COST TO DEPOSIT MY ORDINARY SHARES AND HOLD MY MIDATECH INVESTMENT IN THE FORM OF ADSs?

Ordinarily, shareholders who deposit their Ordinary Shares for delivery of ADSs are charged an ADS issuance fee, by the depositary, of up to $5.00 per 100 ADSs or portion thereof. However, no ADS issuance fees will be charged to shareholders who elect to deposit their Ordinary Shares in connection with the AIM Cancellation prior to 26 April 2023 (being the date on which the AIM Cancellation takes effect),

Other than in connection with the AIM Cancellation, ADS issuance fees of up to $5.00 per 100 ADSs or portion thereof will be charged by the depositary in connection with any future deposits of Ordinary Shares.

The DSF, currently US$0.01 per ADS, is levied to ADS holders by BNY Mellon annually. This is typically paid and charged to your account by your broker or for registered holders the fee assessed will be invoiced to your account of record. All ADS holders are required to pay the annual DSF.

14.	HOW WILL THE AIM CANCELLATION AFFECT THE TAX TREATMENT OF MIDATECH’S ORDINARY SHARES?

Midatech is not able to provide shareholders with any form of taxation advice and shareholders are strongly advised to seek their own professional advice in order to ascertain the consequences for them of continuing to hold Ordinary Shares following the AIM Cancellation becoming effective or depositing Ordinary Shares for delivery of ADSs.

The following summary does not constitute legal or tax advice and is not exhaustive. Midatech’s understanding of the current position for individuals who are UK resident and UK domiciled under UK taxation law is as follows but it should be noted that the position on certain points is not free from uncertainty and Midatech has not taken steps to confirm the current position with HMRC. Therefore, neither the following summary nor any other statements relating to tax in these “Frequently Asked Questions” should be relied upon by shareholders (and Midatech accepts no liability whatsoever in respect of any tax information provided).

Some investors purchase AIM-quoted shares because they may be classed as unlisted/unquoted securities which may qualify for relief from inheritance taxation and certain other preferential tax benefits. The AIM Cancellation should not, in itself, prevent the Ordinary Shares (and, therefore, continued holding of such Ordinary Shares) from qualifying as unlisted/unquoted securities for the purposes of certain specific UK tax rules (notably, the UK inheritance tax business property relief rules). Accordingly, it is expected that HMRC should accept that those shareholders who elect to continue to hold unlisted Ordinary Shares should continue to be regarded as holding unlisted/unquoted securities under those same rules.

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Under HMRC’s stated practice those shareholders who elect to deposit their holdings of Ordinary Shares for delivery of NASDAQ-listed ADSs should not be considered as disposing of the Ordinary Shares for UK capital gains tax purposes when transferring the shares to Midatech’s ADS depositary, BNY Mellon, in exchange for the issue of ADSs on the basis that the shareholder retains beneficial ownership of the Ordinary Shares concerned. Shareholders should be aware that HMRC to date has not published detailed guidance on the treatment of ADSs for inheritance tax purposes.

Shareholders who elect to deposit their holdings of Ordinary Shares for delivery of NASDAQ listed ADSs prior to the AIM Cancellation should not incur a stamp duty, or SDRT, charge. It is expected that shareholders who elect to deposit their holdings of Ordinary Shares for delivery of NASDAQ-listed ADSs following the AIM Cancellation will incur a stamp duty, or SDRT, charge at the rate of 1.5 per cent. of the market value of the Ordinary Shares being deposited.

It is strongly recommended that shareholders obtain their own personal appropriate professional advice in respect of these and other taxes.

15.	WILL THE AIM CANCELLATION AFFECT MY RIGHTS AS A SHAREHOLDER?

As a company incorporated in England and Wales, Midatech will continue to be subject to the requirements of the Companies Act 2006.

Following the AIM Cancellation taking effect, Midatech will no longer be subject to the AIM Rules for Companies published by London Stock Exchange plc or be required to retain the services of an independent nominated adviser. Midatech will also no longer be subject to the QCA Corporate Governance Code. In addition, Midatech will no longer be required to comply with the continuing obligations set out in the Financial Conduct Authority’s Disclosure Guidance and Transparency Rules (“DTRs”) or, provided Midatech’s securities remain outside the scope of the regulation, the EU Market Abuse Regulation (Regulation (EU) No.596/2014) which forms part of domestic law in the United Kingdom pursuant to the European Union (Withdrawal) Act 2018, as amended (as NASDAQ is not an in-scope exchange for the purposes of such legislation). Further, Midatech will no longer be subject to the provisions of the DTRs relating to the disclosure of changes in significant shareholdings in Midatech. Midatech intends to continue to comply with all applicable regulatory requirements for the NASDAQ listing of its ADSs and all applicable rules and regulations of the US Securities and Exchange Commission.

Shareholders who continue to hold Ordinary Shares will continue to be notified in writing of the availability of key documents on Midatech’s website, including publication of Annual Reports and Annual General Meeting documentation. Holders of ADSs will be able to continue to access all such information via Midatech’s website. Holders of Ordinary Shares and ADSs will both be eligible to receive any future dividends that may be declared.

Following the AIM Cancellation taking effect, as Midatech will remain a public limited company incorporated in England and Wales but its securities will not be admitted to trading on a regulated market or multilateral trading facility in the United Kingdom (or a stock exchange in the Channel Islands or the Isle of Man), The City Code on Takeovers and Mergers (the “City Code”) will only apply to Midatech if it is considered by the Panel on Takeovers and Mergers (the “Panel”) to have its place of central management and control in the United Kingdom (or the Channel Islands or the Isle of Man). This is known as the “residency test”. The way in which the test for central management and control is applied for the purposes of the City Code may be different from the way in which it is applied by the United Kingdom tax authorities, HMRC. Under the City Code, the Panel looks to where the majority of the directors of Midatech are resident, amongst other factors, for the purposes of determining where Midatech has its place of central management and control.

The Panel has confirmed to Midatech that following the AIM Cancellation, based on the proposed composition of Midatech’s board of directors at that time, the City Code will continue to apply to Midatech. However, the City Code could cease to apply to Midatech in the future if any changes to the board composition result in the majority of the Directors not being resident in the United Kingdom, Channel Islands or Isle of Man.

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| --- | | 16. | I CURRENTLY HOLD MY ORDINARY SHARES IN AN ISA – CAN I CONTINUE TO DO SO? | | --- | --- |

Although the AIM Cancellation does not directly impact on the ability of a UK shareholder to retain their holding of Ordinary Shares, it may no longer be possible to hold such Ordinary Shares (or ADSs representing such Ordinary Shares) within an ISA. The rules in this area are not free from uncertainty and, if you hold Ordinary Shares or ADSs in an ISA, you are strongly advised to ask your ISA provider as soon as possible to confirm whether you will be allowed to continue to hold your Ordinary Shares (or ADSs) within your ISA, and/or whether the provider is able to deposit your Ordinary Shares for delivery of NASDAQ-listed ADSs, to be held in your ISA. If they do not allow you to continue to hold Ordinary Shares and/or ADSs and cannot deposit the Ordinary Shares for delivery of ADSs to hold on your behalf, you should consult an appropriate professional adviser without delay.

17.	I CURRENTLY HOLD MY ORDINARY SHARES IN A SELF-INVESTED PERSONAL PENSION “SIPP” –<br>CAN I CONTINUE TO DO SO?

Although the AIM Cancellation does not impact on the ability of a UK shareholder to retain their holding of Ordinary Shares, we understand that some SIPP scheme administrators, particularly those that involve an online share trading account, may insist that the shares held in an individual’s SIPP must be publicly quoted and sometimes only allow trading in UK companies online.

Please ask your SIPP provider as soon as possible to confirm whether they will allow you to continue to hold your Ordinary Shares (or ADSs) or whether they are able to deposit your holding of Ordinary Shares for delivery of ADSs and continue to hold such ADSs on your behalf. If they do not allow you to continue to hold Ordinary Shares and/or ADSs and cannot deposit the Ordinary Shares for delivery of ADSs on your behalf, you should consult an appropriate professional adviser without delay.

18.	I HAVE LOST MY ORIGINAL ORDINARY SHARE CERTIFICATE – HOW DO I GET ANOTHER ONE IN ORDER TO PROGRESS<br>THE DEPOSIT OF MY ORDINARY SHARES FOR DELIVERY OF ADSs?

Replacement share certificates are available from Midatech’s registrar, Neville Registrars. Please contact Neville Registrars without delay on +44 (0) 121 585 1131 or by email to info@nevilleregistrars.co.uk. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. The helpline is open between 9.00 a.m. to 5.00 p.m., Monday to Friday excluding public holidays in England and Wales.

Neville Registrars will be able to provide you with a replacement share certificate for your Ordinary Shares, although there may be a fee for this. Certain proof of ownership/identification will be required by Neville Registrars prior to issuance of replacement certificates, together with a signed written letter confirming that such share certificate(s) has been misplaced.

Please note that you will not be able to transfer your certificated shares via Neville Registrars without an original share certificate or an acceptable indemnity in lieu thereof (in a form to be provided by Neville Registrars) being received by Neville Registrars with your duly completed block transfer participation request form as contained within Appendix B before the required deadline, being 1.00 p.m. on 24 April 2023.

19.	I HAVE FURTHER QUESTIONS THAT ARE NOT DEALT WITH SUFFICIENTLY HERE – WHERE CAN I FIND FURTHER<br>INFORMATION?

If you hold your Ordinary Shares via a broker, please discuss with your broker in the first instance.

In respect of any queries regarding completion of the block transfer participation request form, a shareholder assistance advice line is being operated by Midatech’s registrar, Neville Registrars, which can be accessed by all shareholders on +44 (0) 121 585 1131. Calls are charged at the standard geographic rate and will vary by provider. Calls from outside the UK. will be charged at the applicable international rate. Lines are open 9.00 a.m. to 5.00 p.m., Monday to Friday, excluding public holidays in England and Wales.

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| --- | | 20. | WHAT IF I AM AN “AFFILIATE” UNDER U.S. SECURITIES LAWS (I.E., A DIRECTOR, EXECUTIVE OFFICER OR BENEFICIAL OWNER OF 10 PER CENT. OR MORE OF THE OUTSTANDING EQUITY OF MIDATECH OR OTHERWISE HAVE A CONTROLLING RELATIONSHIP WITH MIDATECH)? | | --- | --- |

If you are a director, executive officer or beneficial owner of 10 per cent. or more of the outstanding equity of Midatech or otherwise have a controlling relationship with Midatech, please contact Midatech directly for instructions on how to proceed should you wish to deposit your Ordinary Shares for delivery of ADSs.

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Appendix A

Issuance Process

My Ordinary Shares are held by my broker in CREST. What do I need to do to deposit my Ordinary Shares for delivery of ADSs tradable on NASDAQ?

To initiate the deposit and delivery process, your broker or delivering agent should be instructed to complete the attached issuance instruction form and send it to BNY Mellon, which has been appointed to safekeep the Ordinary Shares upon deposit directly at the following email address: crest.settlements@bnymellon.com. For conversion prior to the AIM Cancellation, the issuance instruction form should be sent so as to be received by BNY Mellon by no later than 3.00 p.m. on 25 April 2023.

Questions from brokers about this process should be addressed by email to the same address.

Please refer to the below issuance process:

1.	Deliver Ordinary Shares to CREST ID BO011.
2.	Place the attached, executed issuance<br>instruction form on the CREST participant’s letterhead and email to: crest.settlements@bnymellon.com<br>or facsimile to 0207 964 4060. In the email subject field, please state: MIDATECH PHARMA<br>PLC – UK ADR CREATION. For any questions or assistance required in completing or submitting the instruction form, please email crest.settlements@bnymellon.com<br>for assistance.
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3.	UK stamp duty, or SDRT, will be zero if the Ordinary Shares are deposited for ADSs<br>prior to the AIM Cancellation. Thereafter, SDRT (the rate of which is currently 1.5 per cent. of the market value of the Ordinary Shares<br>deposited) is expected to be payable. All delivery instructions must have the correct stamp duty flagged by your CREST agent with<br>the appropriate stampable consideration included.
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4.	The number of Ordinary Shares being delivered for deposit into the ADS programme<br>must be a multiple of twenty-five as the ADS to Ordinary Share ratio is currently one ADS to twenty-five Ordinary Shares, and<br>fractional ADSs cannot be issued.
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5.	BNY Mellon, in its capacity as depositary bank for Midatech’s ADSs will<br>not charge ADS issuance fees to shareholders depositing Ordinary Shares for delivery of ADSs prior to the date of the AIM Cancellation.<br>Thereafter, ADS issuance fees of up to US$0.05 per ADS may be charged at BNY Mellon’s discretion.
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6.	An annual depositary service fee, currently US$0.01 per ADS, is levied to ADS holders<br>by BNY Mellon each November. This is typically paid and charged to your account by your broker or for registered holders the fee assessed<br>will be invoiced to your account of record, on an annual basis.
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7.	The CREST delivery needs to be made via over-the-counter (“OTC”).<br>The issuance instruction and CREST delivery must be with present dates. BNY Mellon will be unable to process an issuance with a past trade<br>date.
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8.	Upon receipt of an issuance instruction and if CREST delivery is in good order,<br>BNY Mellon (in its capacity as custodian) will match the delivery in CREST and advise BNY Mellon to issue and deliver the corresponding<br>ADSs to the requested depository trust company (“DTC”) participant account.
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9.	All instructions & deliveries must be sent by 3.00 p.m. London time. If you<br>miss the daily deadline, BNY Mellon will require a new instruction and a new delivery in CREST.
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After BNY Mellon receives the Ordinary Shares, they will proceed to deliver the ADSs free of payment to the DTC number noted on the deposit. Your broker will need to have an instruction in place to accept the ADSs from DTC.

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For further information please see the following (you should obtain your own tax advice):

www.gov.uk/guidance/stamp-duty-reserve-tax-the-basics

www.gov.uk/guidance/stamp-duty-on-shares

“Affiliates” of Midatech who hold Ordinary Shares of Midatech Pharma plc, are considered “Restricted” shareholders under U.S. law, and as such are prohibited from depositing their Ordinary Shares into the “Unrestricted” NASDAQ listed ADS programme. For those Affiliates that wish to hold ADSs, special arrangements have been put in place with BNY Mellon to deposit Ordinary Shares into Restricted ADSs.

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Fax

ADR CREATION INSTRUCTION

	ADR OPERATIONS<br><br><br><br>THE BANK OF NEW YORK MELLON
TO:	ONE PICCADILLY GARDENS MANCHESTER<br><br> <br>M1 1RN	FROM:
CO:		TEL:
FAX:	(0207) 964 4060	FAX:
Email:	<crest.settlements@bnymellon.com>

ISSUANCE DETAILS

CREST REF.:	CREST PARTICIPANT:
STOCK:	ISIN:
QUANTITY:	NOMINAL ADR(S):
TRADE DATE:	SETTLEMENT DATE:
DTC:	A/C:
SDRT INPUT:	¨
---	---

INDEMNITY CLAUSE

We shall indemnify and keep indemnified and hold harmless BNY Mellon (the Bank) (on an after tax basis) against and from any and all claims, actions, demands, liabilities, losses, damages, costs and expenses (including reasonable legal fees and disbursements), penalties and taxes incurred by the Bank or to which the Bank may become subject to and arising directly or indirectly from our fraud or the failure by us (or where relevant, any person)to pay (or discharge) any Stamp Duty, Stamp Duty Reserve Tax, or any other similar duty or tax charged or levied in connection with the following securities deposited with the Bank.

AUTHORISED SIGNATURE(S)

NAME	SIGNATURE	DATE

The information contained in this facsimile message and any information herein (“fax”) is confidential and is intended solely for the use of the intended recipient. Access, copying or re-use of the fax by any other person is not authorised. If you are not the intended recipient, please notify us immediately by telephone and return it to the sender above.

The Bank of New York Mellon (International) Limited is registered in England and Wales with Company No. 3236121 and with its Registered Office at One Canada Square, London E14 5AL. The Bank of New York Mellon (International) Limited is authorised and regulated by the Financial Services Authority. VAT registration: GB: 577 7181 95

The Bank of New York Mellon (International) Limited, 1 Piccadilly Gardens, Manchester M1 1RN, United Kingdom.

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Appendix B

Block TransferParticipation Request Form

THIS DOCUMENT ISIMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

If you are in any doubt as to any aspect of the proposals referred to in this document, please take advice from a stockbroker, solicitor, accountant or other independent professional adviser.

If you have sold or otherwise transferred all of your shares, please send this document, together with the enclosed documents, at once to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected for onward transmission to the purchaser or transferee.

TRANSFER FORM

MIDATECH PHARMAPLC

(Incorporatedand registered in England and Wales under number 09216368)

Block TransferParticipation Request Form

for shareholderswho hold their Ordinary Shares in the capital of Midatech Pharma plc in certificated form and who wish to deposit them for deliveryof ADSs listed on NASDAQ

IF YOU DO NOTWISH TO DEPOSIT YOUR ORDINARY SHARES FOR DELIVERY OF AMERICAN DEPOSITARY SHARES (ADSs), OR HOLD YOUR ORDINARY SHARES IN CERTIFICATED FORMAND HAVE INITIATED THE DEMATERIALISATION PROCESS, DO NOT COMPLETE AND RETURN THIS TRANSFER FORM

If you hold Ordinary Shares in certificated form (that is, not in CREST) and you want to deposit your Ordinary Shares for delivery of ADSs prior to the AIM Cancellation but do not want to engage a broker, you should complete and sign this Transfer Form in accordance with the instructions set out on page 4 of this Transfer Form and then send this Transfer Form, together with your original share certificate(s) in respect of the Ordinary Shares tendered, by post in the accompanying prepaid envelope (for use in the UK only), or for UK and non-UK shareholders who prefer, by using registered post, to Neville Registrars Limited, Neville House, Steelpark Road, Halesowen, West Midlands, B62 8HD, so as to be received by Neville Registrars Limited as soon as possible but, in any event, by no later than 1.00 p.m. on 24 April 2023. Additional information regarding the completion of this Transfer Form is provided on page 2 of this Transfer Form. This Transfer Form, once lodged, will be irrevocable. If you have lost your share certificate(s) or it is not readily available, you will need to obtain a replacement from Neville Registrars Limited, per the notes given on page 4 of this Transfer Form and once you receive your original share certificate send it with your completed Transfer Form, as soon as possible thereafter and in any event so as to be received by Neville Registrars Limited by no later than 1.00 p.m. on 24 April 2023. If your completed, signed Transfer Form and original share certificate(s) are not received by the above deadline by Neville Registrars Limited or there are any issues with your Transfer Form or share certificate(s) that are not resolved before the above deadline, then your Ordinary Shares will not be able to be transferred via Neville Registrars Limited for delivery of ADSs and will instead remain as Ordinary Shares in certificated form. If you or your broker hold your Ordinary Shares in uncertificated form (that is, in CREST), you should not complete this Transfer Form and your broker or CREST sponsor should contact BNY Mellon via email at: drsettlements@BNYMellon.com to initiate the deposit process. If you hold Ordinary Shares in both certificated and uncertificated form, you should complete this Transfer Form in respect of your holding in certificated form only and tender your Ordinary Shares held in uncertificated form, as described above. If you hold Ordinary Shares in certificated form under different designations, you should complete a separate Transfer Form for each different designation. You can obtain further Transfer Forms from the Company’s website at www.midatechpharma.com, or from Neville Registrars Limited by calling +44 (0) 121 585 1131. Calls are charged at the standard geographic rate and will vary by provider. Calls from outside the U.K. will be charged at the applicable international rate. Lines are open 9.00 a.m. to 5.00 p.m., Monday to Friday, excluding public holidays in England and Wales. Please read carefully this Transfer Form, the letter from the Chairman of Midatech Pharma plc in the circular dated 7 March 2023 and the FAQs on the Company’s website at www.midatechpharma.com, the terms of each of which are incorporated in and form part of this Transfer Form. If you have any questions on how to complete this Transfer Form, please telephone Neville Registrars Limited on +44 (0) 121 585 1131. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. The helpline is open between 9.00 a.m. to 5.00 p.m., Monday to Friday excluding public holidays in England and Wales. Please note that Neville Registrars Limited cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes.

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HOW TO COMPLETE THIS FORM

1A	REGISTEREDSHAREHOLDER(S) DETAILS
	If the name and/or address shown in Box 1A on your Transfer Form are incorrect, please insert the correct details in BLOCK CAPITALS in Box 6. Any changes to a name must be supported by appropriate documentation. If no name or address is shown in Box 1A on your Transfer Form, please insert in BLOCK CAPITALS the full name(s) and registered address(es) of the shareholder(s) to which this Transfer Form relates as detailed on your original share certificate. Unless you complete Box 6, the address shown in Box 1A is the address to which any balance certificate or any other documents will be sent.
1B	REGISTERED HOLDING OF ORDINARY SHARES<br><br> <br>Your registered holding of Ordinary Shares as at close of business on 6 March 2023 is set out in Box<br> 1B (this is for information purposes only).
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2	DAYTIME TELEPHONE NUMBER AND EMAIL ADDRESS<br><br> <br>Insert in Box 2 your daytime telephone number, including the full dialing code, as well as a valid email address in case of queries relating to the completion of your Transfer Form.
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3	TO TRANSFER YOUR CERTIFICATED ORDINARY SHARES INTO AMERICAN DEPOSITORY SHARES
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	Insert in Box 3 the number of Ordinary Shares in respect of which you wish to deposit for delivery of ADSs. This must be a multiple of twenty-five Ordinary Shares. Should you enter an amount of Ordinary Shares that does not equally divide by twenty-five for your holding, the amount will be rounded down. The balance of any amount that is not equal to twenty-five Ordinary Shares will be issued in the form of a balance certificate to your registered address. Unless you elect to donate such shares to ShareGift as set out in Box 4 on your Transfer Form, any remaining Ordinary Shares will continue to be valid enforceable shares in Midatech Pharma plc and shall remain on the Company’s shareholder register, registered in your name. If you do not elect to donate your remaining Ordinary Shares to ShareGift, you will be issued with a share certificate by Neville Registrars Limited for your remaining balance of Ordinary Shares, which will be posted to your registered address by standard post, within 10 Business Days of your Ordinary Shares being transferred.
4	RESIDUAL SHARES
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	To donate your residual shares to ShareGift, please tick box 4A. To retain your<br>residual shares and request a balancing share certificate from Neville Registrars Limited, please tick box 4B.<br><br> <br>If your overall number<br>of Ordinary Shares is equally divisible by twenty-five, then you do not need to tick either of the boxes. If, however, your overall number<br>of Ordinary Shares is not equally divisible by twenty-five and you are left with a residual balance, you will need to select one of the<br>two boxes. Should you have a residual balance of Ordinary Shares after the transfer of your shares to Neville Registrars Limited and<br>you have not ticked either box or you tick both boxes in error and it is not clear what your preference is, you will then be issued with<br>a balance share certificate for your remaining Ordinary Shares, which will be posted to your registered address within 10 Business Days<br>of your Ordinary Shares being transferred to Neville Registrars Limited.
5A	EXECUTION BY INDIVIDUALS
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	You must sign<br> in Box 5A in the presence of an independent witness, who must also sign where indicated, adding his or her name and address. In the case<br> of a joint holding, all joint holders must sign and each of their signatures must be witnessed. Witnesses must be over 18 years of age<br> and should not be one of the joint holders (if any) or otherwise have any financial interest in the Ordinary Shares. The same person may<br> witness the signature of one or more of the joint holders.<br><br> <br>If your Transfer<br> Form is signed by a person(s) who is/are not the registered holder(s), insert the name(s) and the capacity (e.g. executor(s)) of the person(s)<br> signing. You must deliver evidence of your authority in accordance with the notes on page 4 of this Transfer Form.
5B	EXECUTION BY A COMPANY
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	A company may execute by two directors or by a director and a secretary or by a director in the presence of an independent witness in accordance with its articles of association or other regulations and, where applicable, in accordance with section 44 of the Companies Act 2006.
6	CHANGE OF NAME AND/OR ADDRESS DETAILS
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	If the name and/or address in Box 1A<br> has changed or is incorrect, please complete Box 6 with your new/correct name and/or address. Please also refer to Note 7 on page 4 of<br> this Transfer Form for details of other documents required to be sent with this Transfer Form.

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TRANSFERFORM INSTRUCTIONS AND FURTHER NOTES ARE SET OUT ON PAGE 4

PLEASE COMPLETE THIS FORM USING BLACK INK ONLY

1A	Name(s) and address(es) of registered holder(s)	1B	Your<br> registered certificated holding of Ordinary Shares as at close of business on 6 March 2023<br><br> <br>(for<br> information purposes only)

2	Please enter a daytime telephone number (including STD code) and a valid email address where you can be reached in the event of a query arising from completion of this Transfer Form.

3	Insert in Box 3 the number of certificated Ordinary<br> Shares which you wish to deposit for delivery of ADSs.<br><br> <br>Each ADS represents twenty-five Ordinary Shares. The number of Ordinary Shares to be deposited must therefore be a multiple of twenty-five. Fractions of an ADS cannot be issued.
Please tick one of the boxes below in relation<br>to any balance of Ordinary Shares remaining after completion of Box 3 or resulting from the number in Box 3 not being divisible by twenty-five.
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4A	I wish for my balance ordinary shares<br>that is not divisible by twenty-five (“residual balance”) to be transferred to the charity ShareGift with registered details:<br>The Orr Mackintosh Foundation Limited, PO BOX 72253, London, SW1P 9LQ for nil consideration.
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4B	I wish to receive a balance share certificate<br> for my residual balance of Ordinary Shares<br><br> <br><br><br> <br>
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SIGNHERE TO ACCEPT THE OFFER TO PARTICIPATE IN THE BLOCK TRANSFER PROCESS

EXECUTION BY INDIVIDUALS
5A	Executed and delivered as a deed by:<br><br> <br>1. First<br>holder: Signature/Date	Witnessed by:<br><br> <br>1. Signature<br>of witness	1. Name<br> and address of witness................<br><br> <br>.........................................................................
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	................................................................................	.............................................................................	.........................................................................
	2. Joint<br> holder: Signature/Date<br><br> <br><br><br> <br>.............................................................................	2. Signature<br> of witness<br><br> <br><br><br> <br>.......................................................................	2. Name<br> and address of witness ...............<br><br> <br>.........................................................................<br><br> <br>.........................................................................
	3. Joint<br> holder: Signature/Date<br><br> <br><br><br> <br>.............................................................................	3. Signature<br> of witness<br><br> <br><br><br> <br>.......................................................................	3. Name<br> and address of witness ..............<br><br> <br>.........................................................................<br><br> <br>.........................................................................
	4. Joint<br> holder: Signature/Date<br><br> <br><br><br> <br>.............................................................................	4. Signature<br> of witness<br><br> <br><br><br> <br>.......................................................................	4. Name<br> and address of witness ...............<br><br> <br>.........................................................................<br><br> <br>.........................................................................
	Note: The Signature of each registered holder should be witnessed, and the witness must also sign and print his/her name and address as indicated.

EXECUTION BY A COMPANY
5B	Executed and delivered as a deed by:<br><br> <br>Name of Company	Signature of Director	Name of Director
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	.............................................................................	...........................................................................	.........................................................................
		Signature of second Director or Secretary <br><br>or witness<br><br> <br><br><br> <br>...........................................................................	Name of second Director or Secretary <br><br>or witness<br><br> <br><br><br> <br>.........................................................................
			Address of witness (if applicable) ................<br><br> <br>.........................................................................<br><br> <br>.........................................................................

6	CHANGE OF NAME AND/OR ADDRESS<br><br> <br>New/correct name and/or registered address<br>(to be written in BLOCK CAPITALS):

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INSTRUCTIONSREGARDING THE COMPLETION AND LODGING OF THIS TRANSFER FORM

All signatures by individual shareholders must be independently witnessed and each witness must complete his or her details and sign his or her name in the place provided in Box 5A of this Transfer Form next to the signature of the relevant shareholder. A company may execute by two directors or a director and a secretary or a director in the presence of an independent witness in accordance with its articles of association or other regulations, and, where applicable, in accordance with section 44 of the Companies Act 2006 in Box 5B.

If you do not wish to deposit your Ordinary Shares for delivery of ADSs by participating in the managed block transfer process being facilitated by the Company’s Registrar, Neville Registrars Limited, and the deposit process being facilitated by the Company’s depositary, BNY Mellon, you should not complete and return this Transfer Form to Neville Registrars Limited. The following suggestions are made to avoid delay and inconvenience.

1.	If the person named in Box 1A is away from home (e.g. abroad or on holiday)or where a power of attorney has been granted

Send this Transfer Form by the quickest means to the holder for execution. If he/she has executed a relevant power of attorney, have this Transfer Form signed by the attorney. In the latter case, the original power of attorney (or a duly certified copy thereof, as provided in the Powers of Attorney Act 1971) must be lodged with this Transfer Form for noting. No other signatures will be accepted.

2.	If the only shareholder named in Box 1A has died

If probate or letters of administration has/have been registered with the Company (or with the Company’s registrar, Neville Registrars Limited) this Transfer Form must be executed by the personal representative(s) of the deceased each in the presence of a witness. If probate or letters of administration has/have been granted, but have not been registered with the Company (or with the Company’s registrar, Neville Registrars Limited), the personal representative(s) should execute this Transfer Form and forward it to Neville Registrars Limited, Neville House, Steelpark Road, Halesowen, West Midlands, B62 8HD, together with the original share certificate(s) and a copy of the probate or letters of administration as soon as possible thereafter and, in any event, so as to reach Neville Registrars Limited by no later than 1.00 p.m. on 24 April 2023.

3.	If one or more of the joint holders named in Box 1A has died

This Transfer Form is valid if executed by all the surviving holders and lodged with Neville Registrars Limited, Neville House, Steelpark Road, Halesowen, West Midlands, B62 8HD, accompanied by the share certificate(s) and the death certificate, probate or letters of administration of the deceased holder, so as to reach Neville Registrars Limited by no later than 1.00 p.m. on 24 April 2023.

4.	If your Ordinary Shares are in certificated form (that is, not in CREST)and the share certificate(s) is/are held by your stockbroker, bank or other agent

If your share certificate(s) is/are held by your stockbroker, bank or other agent, you will need to obtain it/them first, as the original share certificate(s) must accompany the completed Transfer Form which is to be received by Neville Registrars Limited, Neville House, Steelpark Road, Halesowen, West Midlands, B62 8HD, so as to reach Neville Registrars Limited by no later than 1.00 p.m. on 24 April 2023. Neville Registrars Limited are unable to process any completed Transfer Forms that do not have the original share certificate(s) with them.

5.	If you hold your Ordinary Shares in certificated form (that is, not inCREST) and any of your certificates have been lost

You will need to contact Neville Registrars Limited on +44 (0) 121 585 1131 or via email to info@nevilleregistrars.co.uk in order to obtain a replacement share certificate for your Ordinary Shares, although there may be a fee for this. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. The helpline is open between 9.00 a.m. and 5.00 p.m., Monday to Friday excluding public holidays in England and Wales. Certain proof of ownership/identification will be required by Neville Registrars Limited prior to issuance of replacement certificates. Once you receive your original share certificate, send it with your completed Transfer Form as soon as possible thereafter and in any event so as to be received by Neville Registrars Limited by no later than 1.00 p.m. on 24 April 2023, as you will not be able to transfer your certificated shares via Neville Registrars Limited, without an original share certificate being provided with your duly completed Transfer Form.

6.	If your Ordinary Shares are in CREST

You should arrange for your broker to deposit your Ordinary Shares for delivery of ADSs via the Company’s depositary bank, BNY Mellon. You should not complete a Transfer Form in respect of any Ordinary Shares held in CREST.

If you are a CREST sponsored member, you should refer to your CREST sponsor as only your CREST sponsor (i.e., broker) will be able to act on your behalf with BNY Mellon, by sending the necessary form in Appendix A to the FAQs on the Company’s website at www.midatechpharma.com to BNY Mellon.

7.	If your full name or other particulars are different from those appearing in Box 1A

Incorrect name – complete and lodge this Transfer Form with the correct name in Box 6 and accompanied by a letter from your bank, stockbroker or solicitor confirming that the person described on the certificate and the person who has executed this Transfer Form are one and the same.

Incorrect address – write the correct address in Box 6 on this Transfer Form; or

Change of name – lodge your marriage certificate or the deed poll with this Transfer Form for noting.