TIDMTMOR
RNS Number : 3777S
More Acquisitions PLC
03 November 2023
3 November 2023
More Acquisitions plc
("More" or the "Company")
Requisitioned General Meeting
On 17 October 2023, the Company received a requisition letter
(the "Requisition Letter") from Mike Whitlow (the "Requisitioner"),
who holds approximately 6.48% of the Company's issued share
capital, pursuant to section 303 of the Companies Act 2006,
requiring that the Company's board of directors (the "Board")
convene a general meeting of shareholders for the purposes of
considering the following ordinary resolutions (the "Resolutions")
which, taken together, remove the entire current Board and replaces
them with two new directors of the Requisitioner's own
choosing:
1. that Nicholas Tulloch be appointed as a director of the Company with immediate effect;
2. that Jeremy Woodgate be appointed as a director of the Company with immediate effect;
3. that conditional on the passing of either Resolution 1 or 2,
Roderick McIllree be removed from office as a director of the
Company with immediate effect; and
4. that conditional on the passing of both Resolutions 1 and 2,
Charles Goodfellow be removed from office as a director of the
Company with immediate effect.
Accordingly, the Board is today posting a circular to
shareholders (the "Circular") convening the requisitioned General
Meeting for shareholders which is to be held at 8th Floor, The
Broadgate Tower, 20 Primrose Street, London, EC2A 2EW at 10:30 a.m.
(GMT) on 1 December 2023.
The board unanimously recommends shareholders VOTE AGAINST ALL
Resolutions.
Extracts from the Circular are available below. A copy of the
Circular and Notice will shortly be available to view at
http://www.moreacquisitions.co.uk/
Capitalised terms used herein but not otherwise defined shall
have the same meaning given to them in the Circular being posted to
shareholders today.
More Acquisitions Executive Director, Roderick McIllree
Said;
"This is an important vote and shareholders should consider
their options carefully. This is nothing more than a cynical
attempt during difficult market conditions by a small number of
individuals to take control of your company without providing any
benefit to you.
We are confident that we have sufficient votes to prevent the
Resolutions from being passed, and this is nothing more than an
expensive distraction for the current directors, however the
process must be allowed to proceed.
The current directors have been working on several options for
the Company that were progressing well, however these activities
have had to be placed on hold pending the results of this meeting.
Once the meeting has been concluded we intend to progress the
negotiations once more. "
For further information, please contact:
More Acquisitions plc
Rod McIllree/ Charles Goodfellow
Peterhouse Capital Limited
+44 (0)20 7469 0930
Corporate Adviser
Narisha Ragoonanthun/ Guy Miller/ Brefo Gyasi
LETTER FROM THE CHAIRMAN
MORE ACQUISITIONS PLC
Directors: Registered office:
Roderick Claude McIllree 3(rd) Floor
Charles Edouard Goodfellow. 80 Cheapside London
EC2V 6EE
3 November 2023
NOTICE OF REQUISITIONED GENERAL MEETING
The Board recommends Shareholders VOTE AGAINST ALL THE
RESOLUTIONS at the General Meeting
1. Introduction
As announced by the Company on 3 November 2023, the Company
received the Requisition Letter from Mike Whitlow. The
Requisitioning Shareholder is the holder of 8,100,000 Ordinary
Shares in the capital of the Company, representing approximately
6.48 per cent. of the issued ordinary share capital and voting
rights of the Company as at the date of the Requisition Letter.
The Requisition Letter requires the Board to call a general
meeting in accordance with section 303 of the Companies Act for the
purpose of considering the Resolutions. The Resolutions to be
tabled at the General Meeting concern a proposal to remove the
Existing Directors and to appoint the Proposed Directors.
The Requisition Letter included the Statement, which the Board
is required to circulate to Shareholders in accordance with section
314 of the Companies Act. The Statement is set out in Appendix 1 at
the end of this document. The Board has not taken steps to verify
the accuracy of the Statement and does not in any way support the
statements contained in the Statement.
The purpose of this letter is to provide Shareholders with
details of the Resolutions, and for the Board to unanimously
recommend that you VOTE AGAINST ALL the Resolutions and to not
abstain from voting.
2. General Meeting
Your attention is drawn to the notice convening the General
Meeting of the Company, set out at the end of this document, to be
held at 10:30 a.m. on 1 December 2023. At the General Meeting the
following Resolutions will each be proposed as ordinary
resolutions.
Resolution 1: proposed appointment of Nicholas Tulloch
That Nicholas Tulloch be appointed as a director of the Company
with immediate effect. A brief biography for Mr Tulloch is set out
at Appendix 1.
Resolution 2: Proposed appointment of Jeremy Woodgate
That Jeremy Woodgate be appointed as a director of the Company
with immediate effect. A brief biography for Mr Woodgate is set out
at Appendix 1.
Resolution 3: proposed removal of Roderick McIllree
That conditional on the passing of either Resolution 1 or 2,
Roderick McIllree be removed from office as a director of the
Company with immediate effect.
Resolution 4: proposed removal of Charles Goodfellow
That conditional on the passing of both Resolutions 1 and 2,
Charles Goodfellow be removed from office as a director of the
Company with immediate effect.
3. Action to be taken by Shareholders
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 with the Registrar, at the following address:
3 The Millennium Centre, Crosby Way, Farnham, Surrey GU9 7XX as
soon as possible and in any event not later than 10:30 a.m. (GMT)
on 29 November 2023.
Shareholders who hold their shares through CREST and who wish to
appoint a proxy for the General Meeting or any adjournment(s)
thereof may do so by using the CREST proxy voting service in
accordance with the procedures set out in the CREST manual. CREST
personal members or other CREST sponsored members, and those CREST
members who have appointed a voting service provider, should refer
to that CREST sponsor or voting service provider(s), who will be
able to take the appropriate action on their behalf. Proxies
submitted via CREST must be received by the Registrar by no later
than 10:30 a.m. (GMT) on 29 November 2023.
4. Recommendation
The Board recommends Shareholders VOTE AGAINST ALL Resolutions
tabled at the General Meeting. For the reasons noted above, the
Board unanimously consider that the Resolutions are not in the best
interests of the Company. The Directors will be voting against the
Resolutions in respect of their own beneficial holdings. The
Directors hold 19,750,000 Ordinary Shares in aggregate,
representing approximately 15.79% of the issued share capital of
the Company as at the Last Practicable Date. The Board therefore
strongly recommends that Shareholders VOTE AGAINST ALL the
Resolutions being proposed at the General Meeting.
Yours faithfully
Roderick McIllree
Executive Director
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END
MSCBDBDBGXGDGXX
(END) Dow Jones Newswires
November 03, 2023 08:31 ET (12:31 GMT)
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