Cotterford Co. Ltd. Sends Letter to Board of VolitionRX

June 10, 2020 13:34 UTC

• As Volition’s Largest Shareholder, Cotterford Has Lost Confidence After Years of Strategic Missteps and Failed Promises
• Will Be Voting Against Board Self-Entrenching Proposals at the 2020 Annual Shareholder Meeting
• Believes that Change is Needed at Volition – Including Resignation of CEO Cameron Reynolds and Formation of Strategy Committee Comprised of New Directors
• Will Consider All Options to Bring About Necessary Change and Enhance Shareholder Value

DOUGLAS, Isle of Man,--(BUSINESS WIRE)-- June 10, 2020 – Cotterford Co. Ltd. (“Cotterford”) the beneficial owner of approximately 29.3% of the outstanding shares of VolitionRX Limited (“Volition”) (AMEX: VNRX), as of the record date for the Company’s 2020 Annual Meeting, today sent a letter to the Board of Directors of the Company.

The full text of the letter follows:

June 10, 2020
Board of Directors
VolitionRX
93-95 Gloucester Place
London
W1U 6JQ
Attn: Executive Chairman Dr. Martin C. Faulkes

Dear Members of the Board:

As you know, together with certain affiliates, Cotterford Company Limited (“Cotterford”) beneficially owns 29.3% of the outstanding shares of VolitionRX Limited (“Volition” or the “Company”), as of the record date for the Company’s 2020 Annual Meeting. We first purchased shares of the Company in 2012 and have been the largest shareholder of Volition for nearly two years.

First, we want to thank you for taking the time to speak with us over the past several weeks about our concerns regarding the strategic direction and leadership of Volition. Unfortunately, the Company continues to manufacture artificial obstacles that inhibit a mutually agreeable resolution for the benefit of all shareholders. It is clear to us from our conversations that the magnitude and urgency of the need for change is not appreciated – and that if action is not taken, shareholders will continue to suffer.

Volition has significant long-term potential. We are strong believers in its scientific assets and the fundamental value they represent for both patients and shareholders. However, we believe that in order for this value to be realized, change is needed now. Simply put, we have lost confidence in the Company’s current leadership.

This is in large part due to the Company’s inability to articulate – and stick to – a coherent strategy. Since 2015 the Company has at various times described its mission as (1) focusing on diagnostic blood tests purely for cancer, (2) focusing on blood tests for other diseases as well, and (3) focusing on animal health. While we understand the importance of companies in the life sciences field being nimble, Volition’s maneuverings have more closely resembled strategic indecisiveness than anything else.

Just as troublingly, when the Company has clearly communicated targets, it has missed the mark. Management’s own promises and predictions for product launch deadlines have been chronically wrong for each of the last five years. After multiple optimistic projections, Volition’s revenue last year was exactly the same as it was in 2015: zero.

Investors simply studying Volition’s organizational structure could be forgiven for confusing it with that of a company having significantly more commercial success. For example, we have yet to receive a satisfactory answer for why there are no fewer than five people with the title of “CEO” within the Company. Or, equally confusing, why a company of Volition’s size needs to incur the costs of four international sites. And now we understand that the current Group CEO intends to relocate to Singapore and remain in his current position. Given this background, we cannot fathom how the Board can conclude that retaining the current CEO is in the best interest of the Company and its shareholders.

The Company’s commercial performance is even more troublesome when considering the fact that under the watch of the current Board and management, Volition’s stock price has significantly underperformed. In fact, VNRX has failed to measure up to or meaningfully exceed every major index over every meaningful investor timeframe.

Given the issues we have just outlined, it is likely no surprise that we were concerned when we saw the proposals in the Company’s proxy statement for this year’s annual meeting of shareholders (the “2020 Annual Meeting”). Volition has once again chosen to propose shareholder-unfriendly corporate governance measures, including to divide the Board into classes preventing the annual election of all directors. Such a step backward in terms of corporate governance is almost unheard of in this day and age.

The bottom line is this: we have lost trust in Volition’s leadership and cannot in good faith support the Company’s current strategy. As a result, we will be voting against all Board proposals at the 2020 Annual Meeting, other than ratification of the Company’s selection for auditor. In addition, we are proposing that the Board take the following steps to regain confidence of the shareholders:

• Immediately appoint to the Board three directors proposed by Cotterford;
• Announce the immediate resignation of the Chief Executive Officer, Cameron Reynolds;
• Form a Board Committee, with participation from the Cotterford nominees that will appoint a new Group CEO and undertake a full review of the Company’s strategy and business to ensure a clear path to shareholder value creation.

It remains our strong preference to reach a mutually agreeable solution with the Board and to avoid any distractions or unnecessary costs. However, if you choose a more confrontational path, we reserve all rights to take any action necessary to preserve and create shareholder value.

Very truly yours,

Amy L. Slee
On behalf of Eight Corporation Limited
Director

Important Disclosures

This press release does not constitute a solicitation of any proxy, consent or authorization with respect to any securities of the Company. This press release also does not constitute an offer to sell or the solicitation of an offer to buy any securities any securities of the Company, nor does it constitute a recommendation to purchase or sell of any securities of the Company.

Any views expressed in this press release represent the opinion of Cotterford, whose analysis is based on publicly available information. No representation or warranty, express or implied, is made as to the accuracy or completeness of any information contained herein. Cotterford expressly disclaims any and all liability based, in whole or in part, on such information, any errors therein or omissions therefrom. Cotterford also reserves the right to modify or change its views or conclusions at any time in the future without notice.

Furthermore, the information contained in the letter is not intended to be, nor should it be construed or used as, investment, tax or legal advice. No representation or warranty is made that Cotterford’s investment process or investment objectives will or are likely to be achieved or successful or that Cotterford’s investments will make any profit or will not sustain losses. Past performance is not indicative of future results. Nothing contained in this press release should be taken as any form of commitment on the part of Cotterford to take any action in connection with respect to any securities of the Company. Cotterford is in the business of buying and selling securities. We have, and may in the future, buy, sell or change the form of their position in any security for any or no reason whatsoever.

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