REG - Nanosynth Group PLC - Notice of General Meeting

NanosynthAnnouncement

24/05/2023 14:30

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RNS Number : 5469A  Nanosynth Group PLC  24 May 2023

24 May 2023

 

nanosynth group plc

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

 

Notice of General Meeting

 

Further to its announcement on 16 May 2023, regarding the Company's proposal
to appoint liquidators, the board of nanosynth ("Board") has resolved that a
general meeting of the Members of the Company be convened ("General Meeting"),
to be held at FinnCap, 1 Bartholomew Cl, London  EC1A 7BL at 10.00 a.m. on 15
June 2023. The purpose of the General Meeting is to consider, and if thought
fit, pass the following resolutions, number 1 as a Special resolution and
number 2, as an Ordinary resolution:

 

Resolutions

 

 1.  "That the Company be wound up voluntarily";

 2.  "That Simon Jagger and Cameron Gunn of ReSolve Advisory Limited, 22 York
     Buildings, London WC2N 6JU, be appointed as Joint Liquidators of the Company
     and that they be authorised to act either jointly or separately"; and

 3.  "That the admission of the Company's shares to trading on AIM be cancelled
     ("Cancellation") with such cancellation expected to become effective on 26
     June 2023". This resolution is conditional on the passing of resolutions one
     and two."

 

A circular convening the General Meeting can be viewed
here: http://www.rns-pdf.londonstockexchange.com/rns/5469A_1-2023-5-24.pdf
(http://www.rns-pdf.londonstockexchange.com/rns/5469A_1-2023-5-24.pdf)

Shareholders should note that the Cancellation resolution is being sought as
the Company is expected to be in the process of being wound up. As stated in
the Company's announcement on 16 May 2023, the board of the Company has
determined that potential funding options available are unlikely to come to
fruition within the required timeframe and that the only available course of
action in order to protect creditors is to commence the insolvent liquidation
of the Company. Due to the winding up the board does not intend to establish a
facility whereby shareholders may effect transactions in the Company's shares
following the Cancellation.

The Board notes that, if the special resolution to wind up the Company is not
passed, then the Directors will need to consider whether, given the insolvent
position of the Company, it is appropriate to make an application to Court for
the compulsory winding-up of the Company.

As previously notified, upon the appointment of liquidators, the Company's
nominated adviser will step down with immediate effect.

All enquiries relating to the liquidation process should now be made directly
to ReSolve Advisory Limited.

The information contained within this announcement is deemed by the Company to
constitute inside information as stipulated under the Market Abuse Regulations
(EU) No. 596/2014 ('MAR') which has been incorporated into UK law by the
European Union (Withdrawal) Act 2018. Upon the publication of this
announcement via Regulatory Information Service ('RIS'), this inside
information is now considered to be in the public domain.

 

 

ENQUIRIES:

 

 ReSolve Advisory Limited (Prospective liquidator)  nanosynth@resolvegroupuk.com (mailto:nanosynth@resolvegroupuk.com)

 Simon Jagger

 Cameron Gunn

 nanosynth group plc                                via IFC Advisory

 Mark Duffin (Chief Executive Officer)

 IFC Advisory Ltd                                   +44 20 3934 6630

 Graham Herring

 Zach Cohen

 Nominated Adviser and Broker                       +44 20 3470 0470

 Stuart Gledhill

 Kasia Brzozowska

 

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