
This announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014. The directors take responsibility for this announcement.
Notice of General Meeting
(
Further to the announcement of
Further to the announcement of
Enquiries:
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Media and Investors: |
020 7129 1474
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AQSE Corporate Adviser: |
020 3328 5656 |
The directors take responsibility for this announcement.
Dear Shareholder
Notice of General Meeting
Introduction
There is attached to this letter a Notice convening a General Meeting ("
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 the Shareholders.
In order to reduce the risk of infection we ask all Shareholders not to attend the 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 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 to be proposed at the General Meeting
As requested by the Requisition, the resolutions set out below shall be proposed at the
ORDINARY RESOLUTIONS
Resolution 1 - That
Resolution 2 - That Professor
Resolution 3 - That Professor
Resolution 4 - That
Resolution 5 - That
Resolution 6 - (Authority to allot equity securities)
That, subject to the passing of resolutions 1 to 5 above, pursuant to section 551 of 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
SPECIAL RESOLUTION
Resolution 7 - (Authority to allot equity securities)
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 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
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 such offers or agreements notwithstanding that thee power conferred by this resolution has expired.
Note: The Requisition also included resolutions to remove
Information on the Proposed Directors provided in Requisition
The following information relating to the Proposed Directors was contained in the Requisition.
The Company understands that it is proposed that
The unverified background information relating to the proposed new directors in the Requisition is as follows:
Prof.
Mr
An experienced CEO of International companies. American - French,
Mr Ben Richardson
A Chief Operating Officer and Chief Commercial Officer with 20+ years in Deutsche Bank Global, specialising in Risk Management, Governance and Control including Regulatory requirement implementation and strategic infrastructure transformations. Experienced with leading multidisciplined programmes with complex and evolving international interdependencies and communications
Mr
CFO with twenty years in international companies in
Statement from the Requisitioners
The following statement was contained in the Requisition to explain the Requisitioners desire to remove the existing Board and appoint the Proposed Directors:
"We have no confidence in the current board of directors of the Company to implement a successful strategy and we believe the Company needs to appoint new directors to the board to take the Company forward."
Action to be taken by Shareholders to vote at the
In light of the Covid-19 pandemic situation, it is currently expected that no shareholders, proxies or corporate representatives will be permitted to attend the
Although the Notes to the Notice of the 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 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 General Meeting to be their proxy. Any proxy received appointing a person other than the Chairman of the General Meeting as the Shareholder's proxy will deemed to have appointed the Chairman of the General Meeting as that Shareholder's proxy.
Shareholders will find enclosed with this letter a Form of Proxy for use at the 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
Recommendation
The Directors unanimously believe that the Resolutions are not in the best interests of the Company and its members as a whole and are not likely to promote the success of the Company for the benefit of its members as a whole and unanimously recommend you vote against the Resolutions.
Yours faithfully
Directors
DEFINITIONS
The following definitions apply throughout this document, unless the context otherwise requires:
"Act" |
the Companies Act 2006
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"AQSE" |
the |
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"Board" or "Directors" |
the directors of the Company whose names are set out on page 5 of this document, and as appropriate, the directors of the Company from time-to-time |
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"Circular" or "Document" |
this document, containing details of the Resolutions |
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"Company" or "SulNOx" |
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"CREST" |
the computerised settlement system (as defined in the CREST Regulations) operated by Euroclear which facilitates the transfer of title to shares in uncertificated form |
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"CREST Regulations" |
the Uncertificated Securities Regulations 2001 (SI 2001/3755) including any enactment or subordinate legislation which amends or supersedes those regulations and any applicable rules made under those regulations or any such enactment or subordinate legislation for the time being in force |
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the Financial Conduct Authority |
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"Form of Proxy" |
the form of proxy for use by the Shareholders in connection with the General Meeting |
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"FSMA" |
the Financial Services and Markets Act 2000 |
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"General Meeting" or "Meeting" |
the general meeting of the Company to be held at |
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"Group" |
the Company and its subsidiary undertakings |
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"Issued Share Capital" |
the 85,382,843 Ordinary Shares in issue as at the date of this Document |
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the |
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"Ordinary Shares" |
the ordinary shares of Company
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"Proposed Directors" |
the persons proposed by the Requisitioners to be appointed as Directors, as set out in Resolutions 2 to 5 inclusive
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any information service authorised from time to time by the |
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"Requisition" |
the requisition notice of a general meeting of the Company made under section 303 of the Act signed by the Requisitioners, as announced by the Company on
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"Requisitioners" |
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"Resolutions" |
the resolutions to be proposed at the General Meeting, notice of which is set out at the end of this document |
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"Shareholders" |
the holders of Ordinary Shares in the Company |
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Statement from the Requisitioners
We have no confidence in the current board of directors of
We are therefore proposing the removal of the current board and appointment of the new directors, whose names and a summary of their relevant experience can be found in the circular containing the Notice of General Meeting.
We have confirmed to the Company in writing that provided that it provides us with detailed information about Company's current and anticipated creditor positions and seeks our consent prior to entering into new financial obligations, we are prepared to:
(a) stand behind Company's current liabilities which have been properly incurred (and work with Company's current creditors in that regard); and
(b) support Company's financial position going forward, such that it can continue to trade as a going concern, until such time as it is in a position to raise funds.
As a result of our commitment, there is no concern regarding Company's finances.
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