REG - More Acquisitions - Notice of Requisitioned General Meeting

More AcquisitionsAnnouncement

03/11/2023 12:45

For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20231103:nRSC3777Sa&default-theme=true

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/
(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

 

 

 

 

 

 

 

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 (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  MSCBDBDBGXGDGXX