TIDMVAL
RNS Number : 1881G
ValiRx PLC
16 March 2020
VALIRX PLC
("ValiRx", the "Company" or the "Group")
Posting of Circular, Notice of General Meeting
and Update re Working Capital
London, UK ., 16 March 2020: ValiRx Plc (AIM: VAL), the clinical
stage biotechnology company announced on 2 March 2020 that it had
received a valid request under section 303 of the Companies Act
2006 to convene a general meeting to consider resolutions to remove
George Morris and Satu Vainikka as directors of the Company.
In accordance with the statutory timetable, the Company posted a
circular to shareholders on 13 March 2020 (the "Circular"). The
Circular includes a notice of the requisitioned general meeting,
which has been convened for 11.00 a.m. on 14 April 2020, to be held
at the offices of DAC Beachcroft LLP, 25 Walbrook, London EC4N
8AF.
General Meeting 25 March 2020 and working capital
On 10 March 2020 the Company announced that it had posted a
circular to shareholders convening a general meeting on 25 March
2020 detailing a proposed capital reorganisation and seeking
authority to allot ordinary shares generally and for cash on a
non-pre-emptive basis ("Proposals"). In the event that the
Proposals are not passed by shareholders at the general meeting on
25 March 2020 it is unlikely that the Company would be able to
continue trading beyond that point.
A copy of the Circular will be available to download from the
Company's website at www.valirx.com and the full text of the Letter
from the Independent Directors is set out below. Capitalised terms
in this announcement carry the same meaning as defined in the
Circular.
"LETTER FROM THE INDEPENT DIRECTORS
Registered Office ValiRx plc
Stonebridge House Incorporated and registered
Chelmsford Road in England and Wales
Hatfield Heath with registered number (03916791)
CM22 7BD
13 March 2020
To all Shareholders
Requisition and Notice of General Meeting by certain
Shareholders in excess of 5% of the issued share capital pursuant
to Section 303 of the Companies Act 2006 to remove George Morris
and Satu Vainikka from the Board of ValiRx Plc
On 4 March 2020 the Company announced that it had received a
requisition notice from a group of shareholders whose aggregate
shareholding is in excess of 5% of the issued share capital of the
Company.
The requisition notice proposed resolutions for the removal of
George Morris and Satu Vainikka as directors of the Company. George
Morris is the Company's Chief Operating Officer and Satu Vainikka
is the Company's Chief Executive Officer.
The requisition notice was received on 2 March 2020 and was from
nine shareholders led by Mr Marston Tillyer. Under section 303 of
the Companies Act 2006, the Board is required to convene a general
meeting of the Company's shareholders to consider the Resolutions
set out in the requisition.
George Morris and Satu Vainikka have recused themselves from
decisions concerning the requisition notice therefore the
Independent Directors have prepared this letter to Shareholders in
order for the Company to fulfil its obligations under section 303
of the Companies Act 2006.
The Record Date for the meeting is 6:00 p.m. on 8 April
2020.
You will find set out at the end of this Document, a notice
convening the General meeting to be held at the offices of DAC
Beachcroft LLP, 25 Walbrook, London EC4N 8AFat 11:00 a.m. on 14
April 2020.
The Resolutions to be proposed at the General Meeting are as
follows:
Resolution 1:
An ordinary resolution to remove George Morris as a
director.
Resolution 2:
An ordinary resolution to remove Satu Vainikka as a
director.
Holders of Ordinary Shares will find enclosed with this Document
a Form of Proxy for use by them at the General Meeting.
Whether or not you are able to attend the General Meeting, you
are requested to complete the
enclosed Form of Proxy and return it to:-
Neville Registrars Limited
Neville House
Steelpark Road
Halesowen
B62 8HD
as soon as possible and, in any event, so as to arrive by 11:00
a.m. on 8 April 2020. The completion and return of a Form of Proxy
will not prevent you from attending the General Meeting and voting
in person if you subsequently wish to do so.
Shareholders are reminded that, if their Ordinary Shares are
held in the name of a nominee, only that nominee or its duly
appointed proxy can be counted in the quorum at the General
Meeting. If you are in any doubt as to what action you should take,
you are recommended to seek your own personal financial advice from
your broker, bank manager, solicitor, accountant or other
independent financial adviser authorised under the Financial
Services and Markets Act 2000 (as amended) if you are resident in
the United Kingdom or, if not, from another appropriately
authorised independent financial adviser, immediately.
The Independent Directors do not consider that the Resolutions
to be proposed at the General Meeting are in the best interests of
the Company and its Shareholders as a whole. The Independent
Directors therefore recommend you vote against all the
Resolutions.
The Independent Directors intend to vote against both
Resolutions in respect of their own beneficial holdings of Ordinary
Shares. Such shareholdings comprise 1,980,481 Ordinary Shares
representing approximately 0.08 per cent. of the total Ordinary
Shares.
Yours faithfully
The Independent Directors
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
2020
Latest time and date for receipt 11:00 a.m. on 8 April
of the Forms of Proxy
General Meeting 11:00 a.m. on 14 April
Notes:
(1) References to times in this Document are to London time
(unless otherwise stated).
(2) The dates set out in the timetable above may be subject to
change.
(3) If any of the above times or dates should change, the
revised times and/or dates will be notified by an announcement to a
regulatory information service.
DEFINITIONS
"AIM Rules" The AIM Rules for Companies and the
AIM Rules for Nominated Advisers, as
issued by the London Stock Exchange
from time to time;
"AIM" The AIM market operated by the London
Stock Exchange;
"Articles" The articles of association of the
Company at the date of this Document;
"Certificated" or in "Certificated The description of a share or other
Form" security which is not in uncertificated
form (that is, not in CREST);
"Company" or "ValiRx" ValiRx plc (registered under company
number 03916791);
"CREST" The relevant system (as defined in
the CREST Regulations) in respect of
which Euroclear is the operator (as
defined in the CREST Regulations);
"CREST Regulations" The Uncertificated Securities Regulations
2001 (SI 2001/3755), as amended;
"Directors" The directors of the Company, being:-
Satu Vainikka (Chief Executive Officer)
George Morris (Chief Operations Officer)
Gerry Desler (Chief Financial Officer)
Kevin Alexander (Non-executive Director)
"Document" This document;
"Euroclear" Euroclear UK & Ireland Limited, the
operator of CREST;
"Independent Directors" Gerry Desler and Kevin Alexander, being
Directors not subject to the requisition;
"Ordinary Shares" The 1,534,827,184 ordinary shares of
0.1p in issue as at the date of this
Document;
"Form of Proxy" The form of proxy for use by Shareholders
in connection with the General Meeting;
"General Meeting" The general meeting of the Company
to be held at the offices of DAC Beachcroft
LLP, 25 Walbrook, London EC4N 8AF on
14 April 2020 at 11:00 a.m., notice
of which is set out at the end of this
Document;
"London Stock Exchange" London Stock Exchange plc;
"Record Date" The record date for the General Meeting
being 6:00 pm. on 8 April 2020;
"Resolutions" The ordinary resolutions to be proposed
and approved at the General Meeting,
details of which are set out in this
Document;
"Shareholder(s)" A holder of Ordinary Shares; and
"United Kingdom" The United Kingdom of Great Britain
and Northern Ireland.
All references in this Document to "GBP" or "pence" are to the
lawful currency of the UK"
This announcement contains inside information for the purposes
of Article 7 of EU Regulation 596/2014.
For more information, please contact:
ValiRx plc Tel: +44 (0) 20 3008 4416
www.valirx.com
Dr Satu Vainikka, Chief Executive Tel: +44 (0) 20 3008 4416
Tarquin Edwards, Head of Communications. Tel: +44 (0) 7879 458
364
tarquin.edwards@valirx.com
Cairn Financial Advisers LLP (Nominated Tel: +44 (0) 20 7213 0880
Adviser)
Liam Murray / Jo Turner / Ludovico
Lazzaretti
Allenby Capital Limited (Joint Broker) Tel: +44 (0) 20 3328 5656
Jeremy Porter / Alex Brearley (Corporate
Finance)
Kelly Gardiner (Equity Sales)
ETX Capital (Joint Broker) Tel: +44 (0) 20 7392 1568
Thomas Smith
Novum Securities Limited (Joint Broker) Tel: +44 (0) 20 7399 9400
Colin Rowbury
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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