SulNOx Group PLC - Notice of AGM
RNS Number : 8021A
SulNOx Group PLC
01 October 2020
 

This announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014.

 

1 October 2020

SulNOx Group Plc (the "Company" or "SulNOx")

Notice of AGM

 

(Aquis Stock Exchange: SNOX)

The Company announces that the Notice of Annual General Meeting, set out below,  was published on 29th September 2020 and posted to shareholders.

There is an error in the printed document in that the figure of 25% in resolutions 4 and 5, should read 20%.

Enquiries:

SulNOx Group Plc

Nicholas Nelson, Chief Executive

 

nicholas.nelson@sulnoxgroup.com

 

AQSE Corporate Adviser:

Allenby Capital Limited

John Depasquale / Nick Harriss / James Hornigold

 

 020 3328 5656

 

The directors take responsibility for this announcement.

Dear Shareholder

Notice of Annual General Meeting

Introduction

 

I am writing to you with details of the AGM of the Company which will be held at 12:00 p.m. on 23rd  October 2020 at 10-12 Orange Street, London WC2H 7DQ.

Please note that there are special arrangements for this meeting in light of the COVID-19 pandemic, which we encourage Shareholders to note carefully. 

COVID-19 Special Arrangements

Due to the ongoing Coronavirus (COVID-19) pandemic, and in line with the Government's current Stay at Home Measures ("Measures"), the Board have adopted certain measures to ensure the health and safety of its Shareholders. 

In order to reduce the risk of infection we ask all Shareholders not to attend the Annual General Meeting, which will end immediately following the conclusion of formal business.  Shareholders who attend in person will not be granted entry to the meeting. 

Arrangements will be made by the Company to ensure that the requirements of a quorum for the Annual General Meeting are met and so that the formal business of the meeting may proceed.  Please read the section titled "Action to be taken by Shareholders" (below) carefully.

Resolutions at the Annual General Meeting

Resolution 1 - Receiving and Considering the Accounts

This is an ordinary resolution to receive and consider the financial statements of the Company for the period ended 31 March 2020 together with the report of the directors and the report of the auditors thereon.

Resolution 2 - Re-Appointment of Director

The Board recommends the re-appointment Ingeborg Majken Korsgård Petersen, who retires by rotation pursuant to the Articles of Association of the Company. Ingeborg Majken Korsgård Petersen, being eligible, offers herself for appointment.

 

Resolution 3 - Reappointment of Auditors

This Resolution seeks to authorise the re-appointment of Shipleys LLP as auditors of the Company and to authorise the Directors to determine their remuneration.

Resolution 4 - Directors' Authority to Allot Shares

This is an ordinary resolution to grant the Directors with authority to allot and issue shares and grant rights to subscribe for shares in the Company for the purposes of Section 551 of the Act up to the maximum aggregate nominal amount of £341,531 (representing, approximately 20 per cent. of the Issued Share Capital). This resolution replaces any existing authorities to issue shares in the Company and the authority under this resolution will expire at the conclusion of the next annual general meeting of the Company.

Resolution 5 - Disapplication of Pre-emption Rights

Resolution 5 proposes to dis-apply the statutory rights of pre-emption in respect of the allotment of equity securities for cash under Section 561(1) of the Act. This is a special resolution authorising the Directors to issue equity securities as continuing authority up to an aggregate nominal amount of £341,531 for cash on a non pre-emptive basis pursuant to the authority conferred by Resolution 5 above.  This authority represents approximately 20 per cent. of the current Issued Share Capital. 

The authority granted by this Resolution will expire at the conclusion of next annual general meeting of the Company.

Resolution 6 - Authority to purchase the Company's own shares

This resolution seeks authority for the Company to make market purchases of its own shares for cancellation, or to be held in treasury, up to a maximum of 8,538,284 shares representing approximately 10 per cent. of the Issued Share Capital.  The minimum price, exclusive of expenses, which may be paid for an ordinary share, is £0.02. The maximum price, exclusive of expenses, which may be paid for an ordinary share is the highest of (i) an amount equal to 105% above the average market value for an ordinary share for the five business days immediately preceding the date of the purchase and (ii) the higher of the price of the last independent trade and the highest current independent bid on the trading venues where the purchase is carried out.

The Directors have no present intention of exercising the authority to make market purchases and the seeking of this authority should not be taken to imply that shares will be purchased. The Directors will exercise this authority only when they consider such purchase to be in the best interests of the Company, and of its shareholders generally, and could be expected to result in an increase in the earnings per share of the Company.

Shares purchased by the Company pursuant to this authority may be held in treasury or may be cancelled. The Directors will consider holding any ordinary shares the Company may purchase as treasury shares. The Directors believe that it is in the best interests of shareholders that the Company should have the flexibility to make market purchases of its own shares.

Action to be taken by Shareholders

We encourage Shareholders to appoint the Chairman as their proxy with their voting instructions rather than attend the Annual General Meeting in person.

Although the Notes to the Notice of the Annual General Meeting refer to Shareholders being able to appoint a proxy or proxies, the Company would remind Shareholders that, in light of the Measures, they will not be allowed entry to the Annual General Meeting. However, the Company does value Shareholder participation and values the votes of Shareholders, so it would encourage all Shareholders to exercise their voting rights BUT ONLY by appointing the Chairman of the Annual General Meeting to be their proxy.  Any proxy received appointing a person other than the Chairman of the Annual General Meeting as the Shareholder's proxy will deemed to have appointed the Chairman of the Annual General Meeting as that Shareholder's proxy.

Shareholders will find enclosed with this letter a Form of Proxy for use at the Annual General Meeting. The Form of Proxy should be completed and returned in accordance with the instructions printed on it so as to arrive at the Share Registrars Limited, The Courtyard, 17 West Street, Farnham, Surrey, GU9 7DR or via e-mail to voting@shareregistrars.uk.com as soon as possible and in any event not later than at 12:00 p.m. 21 October 2020. Completion and the return of the form of proxy will not prevent Shareholders from attending and voting at the Annual General Meeting should they so wish.

Recommendation

The Directors unanimously believe that the Resolutions are in the best interests of the Company and its Shareholders and unanimously recommend you to vote in favour of the Resolutions.

Yours faithfully

Graham Lyon
Chairman

 

SULNOX GROUP PLC

Company number 08449586

10-12 Orange Street, London, England, WC2H 7DQ

NOTICE is hereby given that the Annual General Meeting of SulNOx Group Plc ("Company") will be held at 12:00 p.m. on 23 October 2020 for the purpose of considering and if thought fit passing the Resolutions set out below, of which resolutions 1 to 4 (inclusive) will be proposed as ordinary resolutions and resolutions 5 and 6 will be proposed as special resolutions.

The physical meeting will be held at 10-12 Orange Street, London, England, WC2H 7DQ, but please note the instructions set out in this document with respect to the arrangements in place for this meeting.  No Shareholder will be allowed entry into to the physical meeting.

ORDINARY BUSINESS

Resolution 1:      To receive and consider the financial statements for the period ended 31 December 2019 together with the report of the Directors and the report of the auditors thereon.

Resolution 2:      To re-appoint Ingeborg Majken Korsgård Petersen as a Director of the Company.

Resolution 3:      To re-appoint Shipleys LLP as auditors and to authorise the Directors to determine their remuneration.

SPECIAL BUSINESS

Resolution 4:     That, pursuant to section 551 of the Companies Act 2006 (the "Act") the Directors be and are hereby generally and unconditionally authorised to exercise all powers of the Company to allot equity securities (as defined by section 560 of the Act) up to the maximum aggregate nominal amount of £341,531 PROVIDED that the authority granted under this resolution shall lapse at the end of the next annual general meeting of the Company to be held after the date of the passing of this resolution save that the Company shall be entitled to make offers or agreements before the expiry of this authority which would or might require shares to be allotted or equity securities to be granted after such expiry and the Directors shall be entitled to allot shares and grant equity securities pursuant to such offers or agreements as if this authority had not expired; and all unexercised authorities previously granted to the Directors to allot shares and grant equity securities be and are hereby revoked.

Resolution 5:     That, subject to the passing of Resolution 6 above, and in accordance with section 570 of the Act, the Directors be generally empowered to allot equity securities (as defined in section 560 of the Act) for cash pursuant to the authority conferred by Resolution 6 or by way of a sale of treasury shares, as if section 561(1) of the Act did not apply to any such allotment, provided that this power shall be limited to the allotment of equity securities:

 

(a)   in connection with an offer of equity securities to the holders of ordinary shares in proportion (as nearly as may be practicable) to their respective holdings; and to holders of other equity securities as required by the rights of those securities or as the Directors otherwise consider necessary, but subject to such exclusions or arrangements as the Directors may deem necessary or expedient in relation to the treasury shares, fractional entitlements, record dates, arising out of any legal or practical problems under the laws of any overseas territory or the requirements of any regulatory body or stock exchange; and

(b)   (otherwise than pursuant to sub paragraph (a) above) up to an aggregate nominal amount of £341,531;

and provided that this power shall expire on the conclusion of the next Annual General Meeting of the Company (unless renewed, varied or revoked by the Company prior to or on that date) save that the Company may, before such expiry, make offer(s) or agreement(s) which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of any such offers or agreements notwithstanding that the power conferred by this resolution has expired.

Resolution 6:  THAT the Company be and is hereby generally and unconditionally authorised to make market purchases (within the meaning of section 693(4) CA 2006) of ordinary shares of £0.02 each in the capital of the Company provided that:

(a)   the maximum aggregate number of ordinary shares that may be purchased is 8,538,284;

(b)   the minimum purchase price (excluding expenses) which may be paid for the ordinary shares is £0.02;

(c)   the maximum price (excluding expenses) which may be paid for each ordinary share is the higher of:

(i)                   an amount equal to 105 per cent. of the average market value of an ordinary share as derived from the Aquis Stock Exchange for the five business days immediately preceding the day on which such ordinary share is contracted to be purchased;

(ii)                  The higher of the price of the last independent trade and the highest current independent bid on the trading venues where the purchase is carried out;

                               

 

This authority shall expire on the conclusion of the next Annual General Meeting of the Company (unless renewed, varied or revoked by the Company prior to or on that date) save that the Company may, before such expiry, agree to purchase ordinary shares where the purchase of the ordinary shares will or may be completed or executed wholly or partly after the expiry of such authority and may make a purchase of the ordinary shares purchase to any such agreement as if the authority had not ended.

 

BY ORDER OF THE BOARD

 

Nicholas Nelson

Company Secretary

 

29 September 2020

 

Registered office:

10 Orange Street

London

WC2H 7DQ

United Kingdom

 

 

Notes to the Notice of General Meeting

Notes:

1             Shareholders entitled to attend and to speak and vote are entitled to appoint a proxy to exercise all or any of their rights to attend and to speak and vote on their behalf at the meeting.  A shareholder may appoint the Chairman as their proxy in relation to the Annual General Meeting. A proxy form which may be used to make such appointment and give proxy instructions accompanies this notice.

 

2             To be valid any proxy form or other instrument appointing a proxy must be received by post or (during normal business hours and by appointment only) by hand to Share Registrars Limited, The Courtyard, 17 West Street, Farnham, Surrey, GU9 7DR or via e-mail to voting@shareregistrars.uk.com no later than 12:00 a.m. on 21 October 2020.

 

3             CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so by using the procedures described in the CREST Manual. CREST Personal Members or other CREST sponsored members, and those CREST members who have appointed a service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.

 

4             In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with Euroclear UK & Ireland Limited's specifications, and must contain the information required for such instruction, as described in the CREST Manual (available via www.euroclear.com/CREST). The message, regardless of whether it constitutes the appointment of a proxy or is an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by the issuer's agent, Share Registrars Limited (ID: 7RA36) by 12:00 p.m. on 21 October 2020. For this purpose, the time of receipt will be taken to be the time (as determined by the time stamp applied to the message by the CREST Application Host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.

 

5             CREST members and, where applicable, their CREST sponsors, or voting service providers should note that Euroclear UK & Ireland Limited does not make available special procedures in CREST for any particular message. Normal system timings and limitations will, therefore, apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member, or sponsored member, or has appointed a voting service provider, to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting system providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.

 

6             The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.

 

7             Shareholders are advised not to attend the Annual General Meeting and in the event that they should attend, such Shareholders will not be granted access to the meeting.

 

8             To be entitled to vote at the Annual General Meeting (and for the purpose of the determination by the Company of the votes they may cast), shareholders must be registered in the register of members of the Company at 12:00 p.m. on 21 October 2020 or, in the event of any adjournment, on the date which is 48 hours (excluding non-business days) before the time of the adjourned meeting. Changes to the Register of Members after the relevant deadline shall be disregarded in determining the rights of any person to attend and vote at the meeting.

 

9             Any corporation which is a member can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a member provided that they do not do so in relation to the same shares.

 

10           To change your proxy instructions simply submit a new proxy appointment using the methods set out above. A replacement proxy form may be obtained by contacting the Company. In order to revoke a proxy instruction, you will need to inform the Company by sending a signed hard copy notice clearly stating your intention to revoke your proxy appointment to the Share Registrars Limited, The Courtyard, 17 West Street, Farnham, Surrey, GU9 7DR. In the case of a member which is a company, the revocation notice must be executed under its common seal or signed on its behalf by an officer of the company or an attorney for the company. Any power of attorney or any other authority under which the revocation notice is signed (or a duly certified copy of such power or authority) must be included with the revocation notice. The revocation notice must be received by the Company no later than 12 noon on 21st October 2020. If you attempt to revoke your proxy appointment but the revocation is received after the time specified then, your proxy appointment will remain valid.

 

 

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