SulNOx Group PLC - Re: Annual General Meeting; Letter to Shareholders
RNS Number : 5512B
SulNOx Group PLC
08 October 2020


8th October 2020

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

Re: Annual General Meeting; Letter to Shareholders

(Aquis Stock Exchange: SNOX)


The Company announces that the following letter has been posted to shareholders:


Dear Shareholder

Annual General Meeting 23rd October 2020

You will have received the Notice of AGM and Proxy card last week and we would like to draw your attention to three of the key resolutions which are important for the future stability of SulNOx Group Plc:

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 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 4 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.

All three resolutions are routine and required by all quoted companies.

Ms Majken Korsgaard was appointed to the board in November 2018 and nominated as our Independent Director for the purposes of the AQSE Stock Exchange rules for companies. An AQSE listed company is required to have a Senior Independent Director in place.

Moreover, the loss of Ms Korsgaard from the board lends additional instability to SulNOx particularly follow the recently requisitioned General Meeting which resulted in the departure of Nicholas Nelson from the Board.  We urge that shareholders cast their vote For Resolution 2.

Looking at Resolutions 4 and 5.  Without the ability to issue shares, a company cannot maintain staff share incentive schemes, satisfy consultancy fees in shares and raise capital to satisfy ongoing working capital requirements.  SulNOx is a pre-revenue company and as such, cannot operate without the flexibility to occasionally raise funds. To put this another way, without the authority to issue new shares, SulNOx's status as a Going Concern will be brought into question by the Board and its external advisers.  Accordingly, we request that shareholders cast their vote positively in favour For Resolutions 4 and 5. By not doing so the Company may suffer as a listed business from working capital constraints.

As the world economies begin to show signs of recovery, the directors have carefully positioned SulNOx to take advantage of the strengthening environment amongst customers and investors. Now is not the time for shareholders to hold their company back.

Your vote counts and we urge you to exercise your authority and for those who have not yet voted or wish to amend their voting to reconsider and re-cast. We enclose a proxy card with this letter.


Yours Sincerely,

G V Lyon





SulNOx Group Plc

Nicholas Nelson, Chief Executive


AQSE Corporate Adviser:

Allenby Capital Limited

John Depasquale / Nick Harriss / James Hornigold


 020 3328 5656


The directors take responsibility for this announcement.


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