SulNOx Group PLC Option Agreements (3263V)
04 April 2023 - 11:00AM
UK Regulatory
TIDMSNOX
RNS Number : 3263V
SulNOx Group PLC
04 April 2023
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF REGULATION 11 OF THE MARKET ABUSE (AMENDMENT) (EU EXIT)
REGULATIONS 2019/310
4 April 2023
SulNOx Group Plc (the "Company" or "SulNOx")
Option Agreements
(Aquis Stock Exchange: SNOX)
The board of the directors of the Company (the "Board") has been
informed that several shareholders are entering into option
agreements (the "Option Agreements") in respect of the Company's
ordinary shares of 2 pence each ("Ordinary Shares"). The Option
Agreements are being entered into with a single counterparty,
RemNOx Ltd. ("RemNOx"), who hold 6,060,000 Ordinary Shares,
equating to 6.00% of the Ordinary Shares. RemNOx is a distributor
of the SulNOxEco fuel conditioner products.
The Option Agreements give RemNOx the option to purchase a total
of 24,000,000 Ordinary Shares at a price of 30 pence per Ordinary
Share between 31 March 2023 and 29 September 2023 (unless extended
by mutual agreement). If fully exercised, this would result in
RemNOx owning approximately 29.78 per cent of the Company's issued
Ordinary Shares (including RemNOx's exiting holding). No premiums
were paid under the Option Agreements.
Under the Option Agreements, the voting rights of the Ordinary
Shares subject to the options have been transferred to RemNOx for
the duration of the options. Therefore, with effect from 31 March
2023, RemNOx will hold the voting rights for 30,060,000 Ordinary
Shares, equivalent to 29.78% of the total voting rights of
SulNOx.
A number of the shareholders entering into the Option Agreements
have notifiable holdings under the Disclosure Guidance &
Transparency Rules and are Significant Shareholders under the AQSE
rules.
Significant Ordinary Shares % of Ordinary Ordinary % of Ordinary
Shareholder Held Shares Held Shares Under Shares Under
the Option the Option
Agreements Agreements
Stephen Bamford 8,564,200 8.48% 6,000,000 5.94%
---------------- -------------- -------------- --------------
James Redman
Jr. 7,459,200 7.39% 7,000,000 6.93%
---------------- -------------- -------------- --------------
Richard Leggatt 7,307,500 7.24% 7,000,000 6.93%
---------------- -------------- -------------- --------------
Gary Bostock 4,173,258 4.13% 1,600,000 1.59%
---------------- -------------- -------------- --------------
Sungold Escrow Nominees Ltd ("Sungold"), which holds 96% of the
ordinary share capital of RemNOx, has a contract with Leslie
Templeton, Chairman of RemNOx, where she holds control of the
voting rights of those RemNOx shares, and thus indirectly, RemNOx's
holding in SulNOx, and the voting rights transferred to RemNOx
under the Option Agreemnets (the "Contract"). The Contract is
conditional on certain payments and deliverables being made at
certain times, with full ownership of the current Sungold holding
in RemNOx transferring to Ms Templeton in tranches. In the event of
default on the payment obligations under the Contract, the voting
rights in RemNOx on those shares that have not transferred to Ms
Templeton will revert to Sungold. Sungold is controlled by Angela
Bravo. Under the Option Agreements, the option holders also have
option rights to acquire shares in another private company
controlled by Sungold.
- Ends -
For further information please contact:
SulNOx Group plc steven.cowin@sulnoxgroup.com
Steven Cowin, CFO
Allenby Capital Limited Tel: 020 3328 5656
(AQSE Corporate Adviser)
Nick Harriss / John Depasquale
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END
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