REG - EQTEC PLC - Proposed Capital Reorganisation and Notice of AGM

EQTECAnnouncement

29/08/2025 07:00

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RNS Number : 1286X  EQTEC PLC  29 August 2025

 

 

29 August 2025

 

EQTEC plc

("EQTEC", the "Company" or the "Group")

 

Proposed Capital Reorganisation and Notice of Annual General Meeting

 

EQTEC plc (AIM: EQT), a leading licensor and innovator of syngas technology
for clean conversion of the world's waste into sustainable energy and
biofuels, to power the circular economy, announces the publication of a
circular (the "Circular") and that the Annual General Meeting of the Company
will be held at the offices of Philip Lee LLP, Connaught House, One
Burlington Road, Dublin 4, D04 C5Y6, Ireland at 12.00 noon on
Thursday, 25 September 2025 (the "AGM").

 

In addition to the regular business of the AGM, shareholders are also being
asked to approve, at the AGM, resolutions to effect a reduction in the nominal
value of ordinary shares ("Capital Reorganisation").

 

The Circular containing details of the proposed Capital Reorganisation, the
Notice of AGM and associated Form of Proxy are today being sent to
shareholders and are available on the Company's website at www.eqtec.com
(http://www.eqtec.com) , in addition to the Annual Report 2024 as previously
announced.

 

All capitalised terms in this announcement are as defined in the Circular,
unless otherwise defined.

 

The Circular is available for inspection on the Company's website:
www.eqtec.com (http://www.eqtec.com)

 

The expected timetable of principal events and the letter from the Chairman,
extracted from the Circular, are set out further below.

 

 

ENQUIRIES

 

 EQTEC plc                                      +44 20 3883 7009

 David Palumbo

 Strand Hanson - Nomad & Financial Adviser      +44 20 7409 3494

 James Harris / Richard Johnson

 Global Investment Strategy UK Ltd - Broker     +44 20 7048 9045

 Samantha Esqulant

 

 

Expected timetable of principal events

 

 Date of Circular and Notice of AGM

                                                           29 August 2025

 Latest time and date for receipt of Forms of Proxy

                                                             12.00 a.m. on 23 September 2025

 Annual General Meeting                                      12.00 a.m. on 25 September 2025

 

Announcement of the Results of the Annual General
Meeting
                     25 September 2025

 

Record time and date for share capital
reorganization
 6.00 p.m. on 26 September 2025

 Admission effective and dealings commence in the New Ordinary Shares and           8.00 a.m. (BST) on 29 September 2025
 Credit of Euroclear Bank Participant Accounts and CREST Member accounts (where

 applicable)

 

Should the Share Sub-Division be approved, the Company's ISIN code for the New
Ordinary Shares of €0.0001 the SEDOL code  and the TIDM all will remain
unchanged.

 

Unless otherwise stated, all references in this document are to Dublin time.
The dates given are based on the Directors expectations and may be subject to
change. Any change to the timetable will be notified to the London Stock
Exchange and to the market via a regulatory announcement.

 

 

 

Letter from the Chairman of EQTEC plc

 

Proposed Capital Reorganisation

and

Notice of Annual General Meeting

 

 

1. Introduction

The purpose of this document is to provide notice of the Annual General
Meeting of the Company to be held at the offices of Philip Lee LLP, Connaught
House, One Burlington Road, Dublin 4, D04 C5Y6, Ireland at 12.00 noon. on 25
September 2025 and details regarding the Proposed Capital Reorganisation and
explain why the Board believes this is in the best interests of EQTEC plc and
its Shareholders.

The Capital Reorganisation is conditional on, among other things, the passing
of the Resolutions by Shareholders at the AGM. The formal Notice of AGM is set
out at the end of this document and a form of proxy is also enclosed for you
to complete, sign and return.

The Board considers that the Capital Reorganisation is in the best interests
of the Shareholders taken as a whole and unanimously recommends that
Shareholders vote in favour of the Resolutions to be proposed at the Annual
General Meeting.

2. Background and reasons for the Capital Reorganisation

The Ordinary Shares have for some time been trading on AIM at a price below
their nominal value of €0.01 per share. The issue of new shares by an Irish
company at a price below their nominal value is prohibited by Irish company
law and accordingly the ability of the Company to raise funds by way of the
issue of further equity has been inhibited. Accordingly the Directors are
seeking Shareholders' authority to implement the Proposed

Reorganisation to create a differential between the nominal value of the
Ordinary Shares and their market price to facilitate future share issues.

 

To give effect to the Proposed Reorganisation the Articles will need to be
amended to make changes to allow the creation of the 2025 Deferred Shares.
These amendments will also require Shareholders' approval at the General
Meeting.

 

Details of the Proposed Reorganisation and the proposed amendments to the
Articles are set out below.

 

Share Capital Reorganisation

 

As at 28 August 2025, being the latest practicable date prior to the
publication of this document, the total issued ordinary share capital of the
Company was €6,406,571 divided into 640,657,138 Existing Ordinary Shares.

 

It is proposed that, in relation to the Company's share capital and to effect
the Reorganisation, each of the 640,657,138 Existing Ordinary Shares will be
subdivided and redesignated as one new ordinary share of €0.0001 each and
one 2025 Deferred Share of €0.0099 each.

 

Ordinary Shares

 

As a result of the Proposed Reorganisation becoming effective, each
Shareholder's holding of new ordinary shares will equal the number of existing
ordinary shares held by them on the Record Date. Accordingly, each
Shareholder's proportionate interest in the Company's issued ordinary share
capital, and the aggregate value of their holding, will remain unchanged. The
new ordinary shares will carry the same rights as the existing ordinary
shares. The 2025 Deferred Shares will carry the rights and restrictions set
out in the Articles of Association, as summarised below.

 

The last day of trading on AIM in the Existing Ordinary Shares is expected to
be 25 September

2025.

 

If approved, following the Proposed Reorganisation becoming effective taking
into account Admission as set out above, and assuming no shares are issued
between 28 August 2025 (being the latest practicable date prior to the
printing of this document) and the date the Proposed Reorganisation becomes
effective (expected to be 8.30 am 29 September 2025), the Company's issued
ordinary share capital will still comprise 640,657,138 New Ordinary Shares.

 

If the Proposed Reorganisation is approved, the New Ordinary Shares will be
admitted to trading

on AIM on 29 September 2025.

 

Shareholders who hold their Existing Ordinary Shares in shares through the
Euroclear system or as CREST Depositary Interests ("CDIs") through the CREST
system, should expect to see the security description updated for the existing
ISIN number IE000955MAJ1, in order to reflect their holding in New Ordinary
Shares on 29 September 2025.

 

Deferred Shares

 

The 2025 Deferred Shares will be effectively valueless, as they carry no
voting or dividend rights. Holders of 2025 Deferred Shares will not be
entitled to any payment on a return of capital or in the event of a winding-up
of the Company. The 2025 Deferred Shares will not be listed or traded on AIM
and will not be transferable except as permitted under the amended Articles of
Association. No Euroclear or CREST accounts will be credited in respect of any
entitlement to 2025 Deferred Shares.

 

Changes to the Articles

In connection with the Share Capital Reorganisation, the Company also proposes
to amend the Existing Articles of Association to reflect the rights and
restrictions attaching to the 2025 Deferred Shares, as described above. The
resolution relating to the Share Capital Reorganisation and the associated
amendment of the Articles will be proposed as a special resolution, numbered
Resolution 2.

3. Annual General Meeting

Set out at the end of this document is a notice convening the Annual General
Meeting to be held on 25 September 2025 at 12.00 a.m. in the offices of
 Philip Lee LLP, Connaught House, One Burlington Road, Dublin 4, D04 C5Y6,
Ireland at which the Resolutions will be proposed.

Shareholders wishing to vote but who are unable to attend the Annual General
Meeting in person, are urged to appoint the Chairman of the meeting as their
proxy, in accordance with the relevant instructions on the form of proxy, and
to submit their form of proxy so as to be received as soon as possible and by
no later than 12:00 a.m. on 23 September 2025. This will ensure that your vote
will be counted even if you are unable to attend in person.

4. The Resolutions

Resolution 1

The Capital Reorganisation, which involves the subdivision of each Existing
Ordinary Share and the redesignation of part of each share as a new class of
deferred shares, requires the approval of Shareholders by way of a special
resolution. Under the proposed Reorganisation, each of the issued ordinary
shares of €0.01 each will be subdivided and redesignated as one ordinary
share of €0.0001 and one deferred D ordinary share of €0.0099 (the "2025
Deferred Share"), with the rights attaching to the 2025 Deferred Shares as set
out in the new memorandum and articles of association referred to in
Resolution 2 below. In addition, each of the unissued ordinary shares of
€0.01 each in the capital of the Company will be subdivided into 100
ordinary shares of €0.0001 each.

Resolution 2

Approval of Shareholders is required by special resolution to adopt the
proposed amendments to the Memorandum and Articles of Association of the
Company, reflecting the subdivision of the ordinary share capital as set out
in Resolution 1 above. A copy of the amended Memorandum and Articles of
Association, marked to highlight the proposed changes, is available on the
Company's website at www.eqtec.com (http://www.eqtec.com) and may also be
inspected at the Company's registered office during business hours on any
business day from the date of this AGM notice up to and including the date of
the AGM. Copies will also be available for inspection at the AGM on 25
September 2025. Resolution 2 is conditional on the passing of Resolution 1.

Resolution 3

In Resolution 3, the Board asks that Shareholders receive and consider the
Directors' Report and the Audited Accounts for the financial year ended 31
December 2024 and a review of the affairs of the Company. A copy of the 2024
Annual Report is available on the Company's website at www.eqtec.com.

Resolution 4

The Board asks that Shareholders consider resolutions 4(a), 4(b) and 4(c),
which are proposed as separate resolutions. Resolutions 4(a) and (b) propose
the re-election of Directors Ian Pearson and Tom Quigley, who will retire by
rotation and offer themselves for re-election in accordance with Article 87(a)
of the Company's Articles of Association. Resolution 4(c) proposes the
re-election of Brian Cole as a Director of the Company, a director appointed
during the period in accordance with Article 90(b) of the Company's Articles
of Association. The Board undertakes a formal annual evaluation of the
performance of each of the Directors and is satisfied that each Director
standing for re-appointment continues to make an effective and valuable
contribution to the Board and demonstrates commitment to the role.

Resolution 5

The Board asks that Shareholders consider Resolution 5, which proposes that
the Company re-appoint Grant Thornton as Auditors of the Company to hold
office until the conclusion of the next AGM at which accounts are laid before
the Company and to authorise the Directors to agree the remuneration of the
Auditors. This resolution also seeks to authorise the Directors to fix the
remuneration of the Auditors for the 2025 financial year, ending 31 December
2025.

Resolution 6

Approval of the Shareholders is requested by way of an ordinary resolution, to
authorise the Directors to issue Ordinary Shares up to an aggregate nominal
value equal to €4,500,000  (which, subsequent to implementation of the
Capital Reorgainsation, shall be €45,000). This authority shall expire at
the close of business on the date of the next AGM of the Company unless
previously renewed, varied or revoked by the Company.

Resolution 7

Approval of Shareholders is required by special resolution to authorise the
Directors' authority to disapply the statutory pre-emption provisions relating
to the issue of new shares for cash up to the aggregate nominal value of
€4,500,000 (which, subsequent to implementation of the Capital
Reorgainsation, shall be €45,000). This authority shall expire at the close
of business on the date of the next AGM of the Company unless previously
renewed, varied or revoked by the Company.

5. Action to be taken by Shareholders

A form of proxy for use at the Annual General Meeting is enclosed. Whether or
not you intend to be present at the Annual General Meeting, you are requested
to complete, sign and return the form of proxy in accordance with the
instructions thereon.

For Shareholders whose name appears on the register of members of the Company
(i.e. those shareholders who hold their shares in book-entry form and who do
not hold their interests in shares through the Euroclear system or as CREST
Depositary Interests ("CDIs") through the CREST system), your proxy may be
submitted by post, and returning it to the Company's Registrar Link Registrars
Limited at P.O. Box 7117, Dublin 2, Ireland (if delivered by post) or at Link
Registrars Limited, Suite 149, The Capel Building, Mary's Abbey, Dublin 7, D07
DP79, Ireland (if delivered by hand) so as to arrive no later than 12.00 noon
on 23 September 2025. The return of the form of proxy will not prevent you
from attending the Annual General Meeting and voting in person should you wish
to do so.

Persons who hold their interests in ordinary shares as Belgian law rights
through the Euroclear system or as CDIs should consult with their custodian,
stockbroker or other intermediary at the earliest opportunity for further
information on the processes and timelines for submitting proxy votes for the
AGM through the respective systems. For voting services offered by custodians
holding Irish corporate securities directly with Euroclear Bank SA/NV
("Euroclear Bank"), please contact your custodian.

To be effective, all proxy voting instructions (whether submitted directly or
through the EB System or CREST) together with any power of attorney or other
authority under which it is executed, or a notarially certified copy thereof,
must be received by the Company's Registrars, no later than 12.00 noon on 23
September 2025. However, persons holding through the EB System or CREST will
also need to comply with any additional voting deadlines imposed by the
respective service offerings. All relevant persons are recommended to consult
with their stockbroker or other intermediary at the earliest opportunity.

6. Board Recommendations

The Directors consider the resolutions proposed at the AGM to be in the best
interests of the Company and

its Shareholders as a whole. Accordingly, the Directors unanimously recommend
that Shareholders vote in favour of each of the resolutions set out in this
AGM Notice, as they intend to do in respect of their beneficial holdings.

Yours sincerely

Ian Pearson

 Chairman

 

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