REG - Hemogenyx Pharma Plc - AGM Correction

Hemogenyx PharmaceuticalsAnnouncement

Tue 07:02

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RNS Number : 3488I  Hemogenyx Pharmaceuticals PLC  13 May 2025

 

13 May 2025

 

Hemogenyx Pharmaceuticals plc

 

("Hemogenyx Pharmaceuticals" or the "Company")

 

AGM Correction

Hemogenyx Pharmaceuticals plc (LSE: HEMO) announces that it is writing to
Shareholders to explain that the Company's recent Notice of Annual General
Meeting (the "Notice") contained a manifest clerical error.

This clerical error relates only to Resolutions 6 and 7, which, in the case of
Resolution 6, concerns the authority sought by the Directors to allot shares
in the Company and, in the case of Resolution 7, the disapplication of
pre-emption rights.

The resolutions as printed in the Notice include a quite obviously incorrect
number for the nominal value of the shares to which the proposed authorities
would apply (the number mistakenly used was the number of shares in issue
rather than their nominal value).  Shareholders will note that the
description of the authorities sought "….(representing approximately 100% of
the nominal value of the issued ordinary share capital of the Company)…."
is quite obviously correct in the context.

This is purely an administrative oversight, and the intention was always for
the authorities to be limited to the 100% of the Company's issued share
capital as described.  Directors apologise for any confusion this may have
caused notwithstanding the intention of the extent of the authorities sought
being clear from the description in each of the resolutions themselves.

Accordingly, the corrected resolutions, which will be presented at the
Company's AGM, are as follows:

Corrected Resolution 6:

Directors' authority to allot shares

THAT, in accordance with section 551 of the Companies Act 2006 ("CA 2006"),
the Directors be generally and unconditionally authorised to allot shares in
the Company and to grant rights to subscribe for, or to convert any security
into, shares in the Company (the "Rights") up to an aggregate nominal amount
of £40,935.39 (representing approximately 100% of the nominal value of the
issued ordinary share capital of the Company) provided that this authority
shall, unless renewed, varied or revoked by the Company, expire on the
commencement of the next Annual General Meeting of the Company or 29 August
2026, whichever is earlier to occur, save that the Company may, before such
expiry, make offer(s) or enter agreement(s) which would or might require
shares to be allotted or Rights to be granted after such expiry and the
Directors may allot shares or grant Rights in pursuance of such offers or
agreements notwithstanding that the authority conferred by this resolution has
expired; and all unexercised authorities previously granted to the Directors
to allot shares and grant Rights be and are hereby revoked.

Corrected Resolution 7:

Disapplication of pre-emption rights

THAT, conditional on the passing of Resolution 6 above, and in accordance with
section 570 of the CA 2006, the Directors be generally empowered to allot
equity securities (as defined in section 560 of the CA 2006) 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 CA 2006 did not apply to any such
allotment, provided that this power shall be limited to:

(a) the allotment of equity securities 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 the 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) the allotment of equity securities (otherwise than pursuant to sub
paragraph (a) above) up to an aggregate nominal amount of £40,935.39
(representing approximately 100% of the nominal value of the issued ordinary
share capital of the Company); and provided that this power shall expire on
the commencement of the next Annual General Meeting of the Company or 29
August 2026, whichever is earlier to occur (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 any such offers or agreements notwithstanding that
the power conferred by this resolution has expired.

Explanatory Notes (repeated from the Notice)

For ease of reference, the Explanatory Notes relating to Resolutions 6 and 7
are repeated below in exactly the wording in the AGM Notice originally sent to
Shareholders.

The Company is currently in the clinical trial stage for its lead product
candidate HG-CT-1. Clinical development activities are inherently
capital-intensive and lead to a significantly increased expenditure rate. In
order to maintain strategic and operational flexibility, the Company must
ensure it has access to timely and efficient financing options, including
equity financing. Shareholders will be aware in general of the much increased
level of costs incurred, arising from the preparation and conduct of clinical
trials of HG-CT-1 and the fact that this will continue for a considerable
amount of time.

 

While the Directors will continue to seek non-diluting funds, granting this
authority at a higher than usual threshold enables the Company to respond
swiftly to market opportunities and potential funding needs without delay or
the expense of convening additional shareholder meetings, with the further
delay and cost of doing so. This authority is therefore considered prudent and
in the best interests of shareholders given the Company's stage of development
and evolving capital requirements.

These corrections do not affect any of the other resolutions or any other
information included in the AGM notice. All other aspects of the AGM,
including the date, time, and venue, remain unchanged.

The AGM will take place, as scheduled, at 1.00 p.m. BST on Thursday 29 May
2025 at the offices of SP Angel Corporate Finance LLP, Prince Frederick House,
35-39 Maddox Street, London W1S 2PP.

Market Abuse Regulation (MAR) Disclosure

Certain information contained in this announcement would have been inside
information for the purposes of Article 7 of Regulation No 596/2014 (as it
forms part of UK domestic law by virtue of the European Union (Withdrawal) Act
2018) until the release of this announcement. The person responsible for
arranging for the release of this announcement on behalf of Hemogenyx
Pharmaceuticals plc is Dr Vladislav Sandler, Chief Executive Officer &
Co-Founder.

 

Enquiries:

 Hemogenyx Pharmaceuticals plc                                   https://hemogenyx.com (https://hemogenyx.com/)
 Dr Vladislav Sandler, Chief Executive Officer & Co-Founder      headquarters@hemogenyx.com (mailto:headquarters@hemogenyx.com)
 Peter Redmond, Director                                         peter.redmond@hemogenyx.com (mailto:peter.redmond@hemogenyx.com)
 SP Angel Corporate Finance LLP                                  Tel: +44 (0)20 3470 0470
 Matthew Johnson, Vadim Alexandre, Adam Cowl
 Peterhouse Capital Limited                                      Tel: +44 (0)20 7469 0930
 Lucy Williams, Duncan Vasey, Charles Goodfellow

 

About Hemogenyx Pharmaceuticals plc

Hemogenyx Pharmaceuticals is a publicly traded company (LSE: HEMO)
headquartered in London, with its US operating subsidiaries, Hemogenyx
Pharmaceuticals LLC and Immugenyx LLC, located in New York City at its
state-of-the-art research facility.

 

The Company is a clinical stage biopharmaceutical group developing new
medicines and treatments to treat blood and autoimmune diseases. Hemogenyx
Pharmaceuticals is developing several distinct and complementary product
candidates, as well as platform technologies that it uses as engines for novel
product development.

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