TIDMSNOX
RNS Number : 5714E
SulNOx Group PLC
06 November 2020
This announcement contains inside information for the purposes
of Article 7 of EU Regulation 596/2014. The directors take
responsibility for this announcement.
6 November 2020
SulNOx Group Plc (the "Company" or "SulNOx")
Notice of General Meeting
(Aquis Stock Exchange: SNOX)
Further to the announcement of 16 October 2020, the Company
confirms that the Company will hold a General Meeting of the
Company on 4 December 2020 at 11.00 am. The Circular (which
incorporates the Notice of General Meeting) is being posted to
Shareholders today. The material elements of the Circular,
including definitions which also apply to this announcement, are
set out below and a full version of the Circular can be viewed on
the Company's website, https://sulnoxgroup.com/ .
Further to the announcement of 3 November 2020, the
Requisitioners have advanced funds to cover the costs of the GM.
The Requisitioners have issued a statement in accordance with s314
of the Act, which has been included alongside the Circular in the
posting to Shareholders. A copy of this statement can be found at
the bottom of this announcement.
Enquiries:
SulNOx Group Plc
Nicholas Nelson, Chief Executive sulnox@flagstaffcomms.com
Media and Investors :
Flagstaff Strategic and Investor sulnox@flagstaffcomms.com
Communications 020 7129 1474
Tim Thompson / Fergus Mellon
----------------------------
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 General Meeting
Introduction
There is attached to this letter a Notice convening a General
Meeting ("GM") of the Company which will be held at 10-12 Orange
Street, London, WC2H 7DQ on 4 December 2020 at 11.00 am. The GM has
been called following receipt of the Requisition from the
Requisitioners.
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 GM (Resolutions). Resolutions 1 to 6 shall
be proposed as ordinary resolutions and Resolution 7 shall be
proposed as a special resolution.
ORDINARY RESOLUTIONS
Resolution 1 - That Simon James Retter be removed from office as
a director of the Company with immediate effect.
Resolution 2 - That Professor Anthony Granger be appointed as a
director of the Company with immediate effect.
Resolution 3 - That Professor Radu Florescu be appointed as a
director of the Company with immediate effect.
Resolution 4 - That Ben Richardson be appointed as a director of
the Company with immediate effect.
Resolution 5 - That Nigel Armitt be appointed as a director of
the Company with immediate effect.
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
GBP175,000 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.
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 GBP175,000.
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 Maiken
Petersen and Graham Lyon from the Board, however, following their
resignations as directors of the Company on 22 and 23 October 2020
respectively, these resolutions are no longer capable of having any
effect and so have fallen away. It should also be noted that one of
the Requisitioners, James Redman Junior, had previously sought to
requisition a general meeting of the Company to remove Nicholas
Nelson as a Director (as announced on 4 September 2020). Mr Nelson
subsequently resigned as a Director but remained as Company
Secretary and an employee of the Company (as announced on 21
September 2020). However, Mr Nelson was reappointed as a Director
on 23 October 2020 following the resignations of Ms Petersen and Mr
Lyon to ensure that the Company had the required minimum number of
directors as required by the Act. The Requisition was received
prior to Mr Nelson's reappointment as a Director, however, should
Resolutions 1 to 5 be passed, Mr Nelson will offer his resignation
as Director and company secretary to the Board.
Information on the Proposed Directors provided in
Requisition
The following information relating to the Proposed Directors was
contained in the Requisition. Allenby Capital is in the process of
undertaking due diligence on the Proposed Directors in accordance
with the AQSE Growth Market Practice Note on Due Diligence; however
at the date of this document this process has not been completed
and the information outlined below has not been verified.
The Company understands that it is proposed that Mr Florescu and
Mr Armitt will be appointed to the executive roles of Chief
Executive Officer and Chief Financial Officer respectively, while
Prof. Grainger and Mr Richardson will be appointed to the
non-executive roles of Chairman and Senior Independent
Non-Executive Director respectively. The Company has received
consents to be appointed as directors of the Company from all of
the Proposed Directors.
The unverified background information relating to the proposed
new directors in the Requisition is as follows:
Prof. Anthony (Tony) Granger
Supreme Court of South Africa Advocate, visiting Professor at
London (Metropolitan) Guildhall University Business and Law School,
Freeman of the City of London, published author of many financial
and business management books. Vast board level experience in
business funding, development, strategy, management, audits,
compliance, safety, risk management, security, regulation and
governance.
Mr Radu Florescu
An experienced CEO of International companies. American -
French, Boston College School of Business graduate, has founded,
developed and capitalised multiple successful companies and
charities in America and Europe. Decades of international
experience in trading, account executive, business development and
management in the fields of manufacturing, marketing, power
generation and fuels.
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 Nigel Armitt
CFO with twenty years in international companies in UK, Europe
and Middle East. Private, public and charity sectors. Advising
start-up boards and mentoring boards. A specialist in business
turnaround and transformation, member of Turnaround panels: PwC,
GTitex (Grant Thornton), PKF, BRITE (Begbie Traynor). Operated as
Deputy CEO/MD, Group CFO, General Manager and Commercial Director.
Vast, construction, transportation, oil and gas, utilities, health,
finance, insurance and retail industry experience.
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 GM
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 GM in person. Shareholders are
therefore urged to appoint the Chairman of the meeting as his or
her proxy as no shareholders, proxies or corporate representatives
will be permitted to attend the GM in person.
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 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 11.00 am 2 December 2020. Completion and
the return of the form of proxy will as a result of the Measures be
the only acceptable method of voting at the General Meeting.
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
Nicholas Nelson & Simon Retter
Directors
DEFINITIONS
The following definitions apply throughout this document, unless
the context otherwise requires:
"Act" the Companies Act 2006
"Allenby Capital" Allenby Capital Limited, the Company's
AQSE Growth Market Corporate Adviser
and a firm regulated and authorised
by the FCA
"AQSE" the Aquis Stock Exchange, a Regulated
Investment Exchange under FSMA, and
the operator of the AQSE Growth Market
on which the Ordinary Shares are
admitted to trading
"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
"Circular" or "Document" this document, containing details
of the Resolutions
"Company" or "SulNOx" SulNOx Group Plc, a company incorporated
and registered in England and Wales,
with registered number 08449586
"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
"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
"FCA" the Financial Conduct Authority
"Form of Proxy" the form of proxy for use by the
Shareholders in connection with the
General Meeting
"FSMA" the Financial Services and Markets
Act 2000
"General Meeting" or "Meeting" the general meeting of the Company
to be held at 10-12 Orange Street,
London, WC2H 7DQ on 4 December 2020
at 11.00 am, notice of which is set
out at the end of this document
"Group" the Company and its subsidiary undertakings
"Issued Share Capital" the 85,382,843 Ordinary Shares in
issue as at the date of this Document
"London Stock Exchange" the London Stock Exchange plc
"Ordinary Shares" the ordinary shares of GBP0.02 each
in the capital of the
Company
"Proposed Directors" the persons proposed by the Requisitioners
to be appointed as Directors, as
set out in Resolutions 2 to 5 inclusive
"Regulatory Information any information service authorised
Service" from time to time by the FCA for
the purpose of disseminating regulatory
announcements
"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 16 October 2020
"Requisitioners" Angela Bravo, James Redman Junior
and Stephen Bamford
"Resolutions" the resolutions to be proposed at
the General Meeting, notice of which
is set out at the end of this document
"Shareholders" the holders of Ordinary Shares in
the Company
Statement from the Requisitioners
We have no confidence in the current board of directors of
Sulnox Group plc ("Company") to implement a successful strategy and
we believe the Company needs to appoint new directors to the board
to take the Company forward.
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.
Angela Bravo, Stephen Bamford and James Redman Jnr
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END
NEXEAKFKEDLEFFA
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