TIDMSNOX
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 29(th) 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 23(rd) 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 GBP341,531
(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 GBP341,531 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 GBP0.02. 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 GBP341,531 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 GBP341,531;
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 GBP0.02
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 GBP0.02;
(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 21(st) 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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NEXMBBLTMTJMMBM
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