REG - Synairgen plc - Proposed cancellation of trading on AIM
11/03/2025 07:15
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RNS Number : 0938A Synairgen plc 11 March 2025
Synairgen plc
('Synairgen' or the 'Company')
Proposed cancellation of admission of Ordinary Shares to trading on AIM
Re-registration as a private limited company
Adoption of New Articles of Association
and
Notice of General Meeting
Southampton, UK - 11 March 2025: Synairgen plc (LSE: SNG), the respiratory
company developing SNG001, an investigational formulation for inhalation
containing the broad-spectrum antiviral protein interferon beta, announces the
proposed cancellation of admission to trading on AIM of its ordinary shares of
£0.01 each ("Ordinary Shares") (the "Cancellation"), the adoption of new
articles of association (the "New Articles") and re-registration as a private
limited company (together, the "Proposals").
As detailed in the Company's announcement on 20 December 2024, the Company
intended to seek a cancellation from the trading of its Ordinary Shares on AIM
if the Minimum Fundraising Condition of £2.9 million was not met, in addition
to the subscription of £18 million from TFG Asset Management UK LLP ("TFG").
As announced on 15 January 2025, although approximately £2.2 million of
commitments were received, it did not meet the Minimum Fundraising Condition
and thus the Company is proceeding with the Cancellation. The Board believes
that the Cancellation is in the best interests of the Company and its
Shareholders as a whole. Further details of the background and reasons for the
Proposals are set out in Appendix 1 to this announcement.
The Proposals are subject to Shareholder approval and accordingly, a circular
will be sent to Shareholders and will be made available on the Company's
website today, setting out the background to and reasons for the Proposals
(the "Circular") and which will contain a notice convening a general meeting
(the "General Meeting") at which Shareholders will be invited to consider and,
if thought fit, approve the resolutions to implement the Proposals. Extracts
of the Circular can be found in Appendix 1 to this announcement.
To be passed, Resolution 1 (the "Cancellation Resolution") requires, pursuant
to AIM Rule 41 of the AIM Rules, the consent of not less than 75 per cent. of
votes cast by the Company's shareholders at the General Meeting. Resolution 2,
to approve the adoption of the New Articles and to re-register the Company as
a private company, is a special resolution and as such also requires a vote of
not less than 75 per cent. of Shareholders who vote in person or by proxy at
the General Meeting. Resolution 2 is conditional upon the passing of
Resolution 1, but Resolution 1 is not conditional on the passing of Resolution
2. It should be noted that TFG owns 86.9 per cent. of the Ordinary Share
Capital and has indicated its intention to vote "for" both resolutions.
The General Meeting will be held at the offices of Fieldfisher LLP, Riverbank
House, 2 Swan Lane, London EC4R 3TT on 28 March 2025 at 10:30 a.m.
To facilitate future Shareholder transactions in the Ordinary Shares,
conditional upon the Cancellation Resolution being passed, Asset Match Limited
has been appointed to provide a Secondary Market Trading Facility, which will
operate for a minimum of twelve months after cancellation. Asset Match, a firm
authorised and regulated by the FCA (FRN 579310), will operate an electronic
off-market dealing facility in the Ordinary Shares. This facility will allow
existing shareholders of the Company and new investors to trade the Ordinary
Shares by matching buyers and sellers through periodic auctions.
The principal effect of re-registration and adoption of the New Articles on
shareholders can be found in Part 2 of the Circular. A copy of the Circular
and the New Articles (marked up to show the changes proposed to the Current
Articles) will be made available later today on the Company's website at
https://www.synairgen.com/investors (https://www.synairgen.com/investors) .
Expected timetable of principal events((1))
Event 2025
Announcement of the proposed Cancellation pursuant to AIM Rule 41 11 March
Publication and posting of the Circular to Shareholders 11 March
Latest time and date for receipt of proxy votes in respect of the General 10.30 a.m. on 26 March
Meeting
General Meeting 10.30 a.m. on 28 March
Anticipated date to announce results of General Meeting 28 March
Last day of dealings in Ordinary Shares on AIM 8 April
Cancellation of admission of the Ordinary Shares to trading on AIM 7.00 a.m. on 9 April
Secondary Market Trading Facility for Ordinary Shares commences 9 April
Issue of definitive share certificates to Shareholders By 23 April
Re-registration as a private company Expected by 30 April
( )
(1)All times are references to London times. Each of the above times and dates
is based on the Company's expectations as at the date of this announcement. If
any of the above times and/or dates change, the revised times and/or dates
will be notified to Shareholders by an announcement through a Regulatory
Information Service
Unless otherwise stated, capitalised terms in this announcement have the
meanings ascribed to them in Appendix II of this announcement.
Enquires:
Synairgen plc + 44 (0)23 8051 2800
Media@synairgen.com (mailto:Media@synairgen.com)
Cavendish Capital Markets Limited - + 44 (0)20 7220 0500
Nominated Adviser and Broker
Geoff Nash/Camilla Hume/Trisyia Jamaludin
ICR Healthcare (Financial Media and Investor Relations) +44 (0)20 3709 5700
Mary-Jane Elliott/Lucy Featherstone/Kris Lam
synairgen@icrhealthcare.com (mailto:synairgen@icrhealthcare.com)
Asset Match Limited + 44 (0)20 7248 2788
Ben Weaver/Michael Barker
dealing@assetmatch.com (mailto:dealing@assetmatch.com)
Appendix 1 - Extracts from the Circular to Shareholders
Letter from the Chair
1. Introduction
Further to the announcements made by the Company on 20 December 2024 and
15 January and as a result of the Minimum Fundraising Condition not having
been met, the Board announces that the Company intends to seek Shareholder
approval for the cancellation of the Company's Ordinary Shares to trading on
AIM.
Pursuant to Rule 41 of the AIM Rules, the Company (through its nominated
adviser, Cavendish Capital Markets Limited) has notified the London Stock
Exchange of the date of the proposed Cancellation.
The Directors have also concluded that it is in the best interests of the
Company and its Shareholders as a whole for it to be re-registered as a
private company and adopt the New Articles following the Cancellation. The
Re-registration and adoption of New Articles are conditional upon the
Cancellation becoming effective and the approval of not less than 75 per
cent. of the votes cast by Shareholders (whether present in person or by
proxy) at the General Meeting, notice of which is set out at Part 3 of the
Circular.
Accordingly, the Company is seeking Shareholder approval for the Cancellation
and, subject to Cancellation occurring, Re-registration and adoption of the
New Articles, at the General Meeting. The General Meeting has been convened
for 10.30 a.m. on 28 March 2025 at the offices of Fieldfisher LLP,
Riverbank House, 2 Swan Lane, London EC4R 3TT. If the Cancellation
Resolution is passed at the General Meeting, it is anticipated that the
Cancellation will become effective at 7.00 a.m. on 9 April 2025.
In addition, TFG Asset Management UK (on behalf of the Relevant Funds) has
confirmed its intention to vote, or procure votes, in favour of the
Resolutions representing 958 million Ordinary Shares, representing
approximately 86.9 per cent. of the Ordinary Shares.
Accordingly, the Company has confirmations of intentions from Shareholders to
vote in favour of the Cancellation Resolution by Shareholders representing
approximately 86.9 per cent. of the Company's issued share capital as at
10 March 2025 (being the latest practicable date prior to publication of the
Circular).
The purpose of the Circular is to seek Shareholder approval in respect of the
Resolutions, to provide information on the background and reasons for the
proposed Cancellation and the Re-registration and associated adoption of the
New Articles, to explain the consequences of the Cancellation and the
Re-registration and associated adoption of the New Articles and provide
reasons why the Directors unanimously consider the Proposals to be in the best
interests of the Company and its Shareholders as a whole.
Notice of the General Meeting is set out in Part 3 of the Circular.
2. Background to and reasons for the Cancellation and
Re-registration
On 20 December 2024, the Company announced that it had conditionally raised,
in aggregate, a minimum of £18 million (before fees and expenses) through
the Subscription by TFG Asset Management UK.
In addition to the Subscription, the Company sought to raise additional
funding pursuant to the Non-Underwritten Fundraising. However, the
Non-Underwritten Fundraising would not proceed if the Minimum Fundraising
Condition (being that it raised at least £2.9 million for the Company) was
not met. As announced on 15 January 2025, ultimately only c. £2.2 million
was raised pursuant to the Non-Underwritten Fundraising.
In the event that the Minimum Fundraising Condition was not satisfied, the
Company stated that the Company would seek a cancellation from the trading of
its Ordinary Shares on AIM.
The Board believes that the Cancellation is in the best interests of the
Company and its Shareholders as a whole. In reaching this conclusion the Board
has considered the following key factors:
• The Directors believe that one of the main benefits of a
company's shares being admitted to trading on AIM is the potential to issue
new shares to raise additional funds for the business. However, given the lack
of support from the public markets for the Company's equity fundraising
announced on 20 December 2024 (including from both institutional investors
pursuant to the Placing and its existing shareholders pursuant to the Open
Offer), the Directors have concluded that AIM does not provide an appropriate
platform to raise such funds;
• As a result of the Minimum Fundraising Condition not being
met, TFG Asset Management UK holds c. 86.9 per cent. of the Company's issued
share capital;
• the Board believes that, as a private company, with the
support of TFG Asset Management UK, the ability of the Company to raise
capital to complete the INVENT trial subject to a positive interim analysis,
and to fund future development plans, are enhanced; and
• the Company estimates that it could save annualised costs of
c. £500,000 within the 2025 financial year and savings of c. £650,000 per
annum from 2026 financial year onwards, being incremental costs resulting from
the Company being a public limited company admitted to trading on AIM - this
includes fees payable to its professional advisers, including the nominated
adviser and broker, AIM fees payable to the London Stock Exchange as well as
incremental legal, insurance, accounting and auditing fees as well as the
costs of a larger Board. There is also considerable time spent by the Board on
dealing with the obligations associated with the Company being admitted to
trading on the AIM market. These specific annualised costs are significant.
The Board believes that these funds and the management time invested in the
legal and regulatory burden associated with maintaining the Company's AIM
quotation is disproportionate to the benefits that it brings to the Company
and that the Company's resources could be better utilised for the benefit of
the Company and its Shareholders.
Accordingly, the disadvantages associated with maintaining the AIM trading
facility are considered by the Directors to be disproportionately high when
compared to the benefits of being listed on AIM, even though the absolute
costs have been, so far as reasonably possible, controlled and minimised by
the Company. Accordingly and following careful consideration, the Directors
believe that it is in the best interests of the Company and Shareholders as a
whole to seek the proposed Cancellation at the earliest opportunity.
3. Current trading and prospects
The Company spent much of 2024 preparing for its Clinical Trial to investigate
SNG001 in mechanically ventilated patients infected with a range of
respiratory viruses. This has included collaboration with leading respiratory
and intensive care experts to characterise the clinical need, confirm
commercial viability, design the Clinical Trial, assess feasibility of
Clinical Trial delivery, and working with external parties on technologies
that will be used in the Clinical Trial.
The £18 million gross proceeds from the Subscription will be used to fund
external and internal trial costs to the interim analysis and drug
manufacturing and stability testing for Synairgen's Phase 2 INVENT trial
(formerly known as trial number SG021) investigating SNG001 in mechanically
ventilated patients with confirmed respiratory viral infections. Plans are
underway to start the study in the coming months.
4. Principal effects of the Cancellation
The Directors are aware that certain Shareholders may be unable or unwilling
to hold Ordinary Shares in the event that the Cancellation is approved and
becomes effective. Such Shareholders should consider selling their interests
in Ordinary Shares in the market prior to the Cancellation becoming effective.
The principal effects of the Cancellation will include the following:
• Shareholders will no longer be able to buy and sell Ordinary
Shares through a public stock market;
• the liquidity and marketability of the Ordinary Shares will,
in the future, be even more constrained than at present and the value of such
shares may be adversely affected as a consequence;
• on adoption of the New Articles, TFG Asset Management UK
will have certain rights including:
• except for certain permitted transfers, a right of first
refusal on any transfers of shares of more than 1,000,000 (or such equivalent
amount in nominal value following any consolidation, subdivision, bonus issue
or similar change in capital structure) in aggregate by a single shareholder
during the course of their shareholding and 5 Business Days to take up such
right on any such transfers; and
• the ability to drag shareholders where a "Qualifying Offer"
(as defined in the New Articles) is made for the entire issued share capital
of the Company which is open for at least 21 days and TFG Asset Management UK
(for so long as it holds a majority of the shares in the Company) wishes to
accept such offer, then upon service of the relevant notice by TFG Assert
Management UK on the remaining members, all other shareholders shall be
required to sell their shares on the same terms and conditions to the third
party offeror and at the same price as TFG Asset Management UK.
• Shareholders will no longer be able to hold their shares in
uncertificated form (i.e. in CREST) and instead will be issued share
certificates in respect of their holdings.
• the Ordinary Shares may be more difficult to sell compared
to shares of companies traded on AIM (or any other recognised market or
trading exchange);
• in the absence of a formal market and quote, it may be
difficult for Shareholders to determine the market value of their investment
in the Company at any given time;
• the Company will no longer be required to announce material
events or full year or interim results through a regulatory news service,
although the Company may continue to release important news through its
website;
• the regulatory and financial reporting regime applicable to
companies whose shares are admitted to trading on AIM will no longer apply;
• Shareholders will no longer be afforded the protections
given by the AIM Rules, such as the requirement to be notified of price
sensitive information or certain events and the requirement that the Company
seek shareholder approval for certain corporate actions, where applicable,
including substantial transactions, reverse takeovers, related party
transactions and fundamental changes in the Company's business, including
certain acquisitions and disposals;
• the levels of disclosure and corporate governance within the
Company may not be as stringent as for a company quoted on AIM;
• the Company will no longer be subject to UK MAR regulating
inside information and other matters;
• the Company will no longer be required to publicly disclose
any change in major shareholdings in the Company under the Disclosure,
Guidance and Transparency Rules;
• the Company will no longer be required to have an
independent nominated adviser and broker;
• stamp duty will be due on transfers of shares and agreements
to transfer shares unless a relevant exemption or relief applies to a
particular transfer; and
• the Cancellation and Re-registration may have personal
taxation consequences for Shareholders. Shareholders who are in any doubt
about their tax position should consult their own professional independent tax
adviser.
The above considerations are not exhaustive, and Shareholders should seek
their own independent advice when assessing the likely impact of the
Cancellation on them.
For the avoidance of doubt, the Company will remain registered with the
Registrar of Companies in England and Wales in accordance with and, subject to
the Companies Act, notwithstanding the Cancellation and Re-registration.
The Company currently intends to continue to provide certain facilities and
services to Shareholders that they currently enjoy as shareholders of an AIM
company. The Company will:
• continue to communicate information about the Company
(including publishing its annual accounts on its website) to its Shareholders,
as required by the Companies Act; and
• implement the Secondary Market Trading Facility which would
facilitate trading in the Ordinary Shares via periodic auctions following
Cancellation.
Cancellation Process
Under Rule 41 of the AIM Rules, it is a requirement that the Cancellation
must be approved by not less than 75 per cent. of votes cast by Shareholders
at a general meeting. In addition, any AIM quoted company that wishes for the
London Stock Exchange to cancel the admission of its shares to trading on AIM
is required to notify shareholders and to separately inform the London Stock
Exchange of its preferred cancellation date at least 20 Business Days prior to
such date.
Accordingly, the Board is sending a notice of meeting to Shareholders to
convene a General Meeting to vote on the Cancellation Resolution and has
notified the London Stock Exchange of the Company's intentions, subject to the
Cancellation Resolution being passed at the General Meeting, to cancel the
Company's admission of the Ordinary Shares to trading on AIM on 9 April 2025.
The Cancellation will not take effect until at least five clear Business Days
have passed following the passing of the Cancellation Resolution and a dealing
notice has been issued by the London Stock Exchange.
If the Cancellation Resolution is passed at the General Meeting, it is
expected that the last day of trading in Ordinary Shares on AIM will be
8 April 2025 and that the Cancellation will take effect at 7.00 a.m. on
9 April 2025.
Following the Cancellation, there will be no market facility for dealing in
the Ordinary Shares (save in respect of the Secondary Market Trading Facility
described below, which will provide a limited mechanism to facilitate the
trading of Ordinary Shares off-market), no price will be publicly quoted for
the Ordinary Shares and the transfer of Ordinary Shares will be subject to the
provisions of the New Articles.
Upon the Cancellation becoming effective, the Company proposes to adopt
corporate governance practices and the New Articles which are suitable for an
unlisted company. A summary of the principal differences between the Current
Articles and the proposed New Articles (marked up to show the changes proposed
to the Current Articles) is included in Part 2 of the Circular. A copy of the
New Articles is included with the Circular and can also be viewed at
https://www.synairgen.com/investors/aim-rule-26.
The Board intends to retain the Company's Audit, Remuneration and Nomination
Committees following the Cancellation.
5. Transactions in the Ordinary Shares prior to and post the
proposed Cancellation
5.1. Prior to Cancellation
Shareholders should note that they are able to continue trading in the
Ordinary Shares on AIM prior to Cancellation.
5.2. Dealing and settlement arrangements
The Directors are aware that certain Shareholders may wish to acquire or
dispose of Ordinary Shares in the Company following the Cancellation.
The Company has therefore appointed Asset Match to facilitate trading in the
Ordinary Shares following Cancellation. Asset Match, a firm authorised and
regulated by the Financial Conduct Authority (FRN 579310), will operate an
electronic off-market dealing facility for the Ordinary Shares. This facility
will allow existing Shareholders and new investors to trade Ordinary Shares by
matching buyers and sellers through periodic auctions.
The Asset Match trading facility operates under its own code of practice which
governs the behaviour of participants and the running of periodic auctions.
Asset Match operates an open auction system where volumes of bids and offers
at different prices are displayed on its website together with the closing
date of the auction. At the end of each auction period Asset Match passes this
information through a non-discretionary algorithm that determines a
"market-derived" share price based on supply and demand and allocates
transactions accordingly. Bids and offers may be made and withdrawn at any
time before the closing date of each auction.
The New Articles, when adopted, grant TFG Asset Management UK a "right of
first refusal" on any transfers of shares of more than 1,000,000 in aggregate
(or the equivalent amount in nominal value following any sub-division,
consolidation, bonus issue or other change in capital structure) by a single
shareholder during the course of their shareholding except in respect of
certain permitted transfers. This means that in the event a Shareholder has
already sold shares up to this limit and, wishing to sell more, finds a
willing buyer to buy such shares on Asset Match (or otherwise) at an agreed
price, TFG Asset Management UK shall have 5 Business Days to take up its right
to acquire such shares at such price instead of the willing buyer. If TFG
Asset Management UK takes up its right, the seller shall sell its shares to
TFG Asset Management UK at the agreed price, rather than to the buyer. After 5
Business Days, if TFG Asset Management UK has not taken up its right, the
seller can sell the shares to the buyer in question on Asset Match. Transfers
by members selling up to 1,000,000 shares in aggregate (in one or a series of
transactions during the course of their shareholding) will not be subject to
this right of first refusal and may be sold to a willing buyer without
recourse to TFG Asset Management UK.
On account of this "right of first refusal" the shares are no longer able to
be held in uncertificated form in CREST. Accordingly, the Registrars will
despatch definitive share certificates to Shareholders shortly after the
Resolutions have been passed (and in any event by no later than 23 April
2025.) If you have not received your share certificate by 30 April 2025,
please contact the Registrars at shareholderenquiries@cm.mpms.mufg.com.
Shareholders may contact Asset Match in relation to any queries regarding
trading via the Secondary Market Trading Facility by emailing
dealing@assetmatch.com.
The Secondary Market Trading Facility will operate for a minimum of twelve
months after Cancellation. The Directors will periodically review the use of
the facility after the initial twelve months, and Shareholders should
note that it could be withdrawn and therefore inhibit the ability to trade
the Ordinary Shares. Further details will be communicated to the Shareholders
at the relevant time.
If Shareholders wish to buy or sell Ordinary Shares on AIM, they must do so
prior to the Cancellation becoming effective. As noted above, in the event
that Shareholders approve the Cancellation, it is anticipated that the last
day of dealings in Ordinary Shares on AIM will be 8 April 2025 and that the
effective date of the Cancellation will be 9 April 2025 at 7.00 a.m.
Please see paragraph 4 of Part 2 of the Circular which sets out some
important provisions in the New Articles which affect transfers of Shares once
the Company is re-registered as a private company
6. Re-registration
Following the Cancellation, the Directors believe that the requirements and
associated costs of the Company maintaining its public company status will be
difficult to justify and that the Company will benefit from the more flexible
requirements and lower costs associated with private company status. It is
therefore proposed to re-register the Company as a private company limited by
shares. In connection with the Re-registration, it is proposed that the New
Articles be adopted to reflect the change in the Company's status to a private
company. The principal effects of the Re-registration and the adoption of the
New Articles on the rights and obligations of Shareholders and the Company are
summarised in Part 2 of the Circular.
An application will be made to the Registrar of Companies for the Company to
be re-registered as a private company limited by shares. Re-registration will
take effect when the Registrar of Companies issues a certificate of
incorporation on Re-registration.
7. Takeover Code
The Takeover Code (the "Code") applies to any company which has its registered
offices in the UK, the Channel Islands or the Isle of Man if any of its equity
share capital or other transferable securities carrying voting rights are
admitted to trading on a UK regulated market or a UK multilateral trading
facility or on a stock exchange in the Channel Islands or the Isle of Man. The
Code therefore applies to the Company as its securities are admitted to
trading on AIM, which is a UK multilateral trading facility.
The Code also applies to any company which has its registered office in the
UK, the Channel Islands or the Isle of Man if any of its securities were
admitted to trading on a UK regulated market, a UK multilateral trading
facility, or a stock exchange in the Channel Islands or the Isle of Man at any
time during the preceding two years.
Accordingly, if the Cancellation is approved by Shareholders at the General
Meeting and becomes effective, the Code will continue to apply to the Company
for a period of two years after the Cancellation, following which the Code
will cease to apply to the Company.
While the Code continues to apply to the Company, a mandatory cash offer will
be required to be made if either
(a) any person (other than TFG Asset Management UK) acquires an
interest in shares which (taken together with the shares in which the person
or persons acting in concert with it are interested) carry 30 per cent. or
more of the voting rights of the company; or
(b) a person (other than TFG Asset Management UK), together with
persons acting in concert with that person, is interested in shares which in
the aggregate carry not less than 30 per cent. of the voting rights of a
company but does not hold shares carrying more than 50 per cent. of such
voting rights and such person, or any person acting in concert with that
person, acquires an interest in any other shares which increases the
percentage of shares carrying voting rights in which that person is
interested.
Brief details of the Takeover Panel, and the of the protections afforded by
the Code, are set out in Appendix A of the Circular.
The Code
The Code is issued and administered by the Panel. The Code currently applies
to the Company and, accordingly, Shareholders are entitled to the protections
afforded by the Code. The Code and the Panel operate principally to ensure
that shareholders in an offeree company are treated fairly and are not denied
an opportunity to decide on the merits of a takeover and that shareholders in
the offeree company of the same class are afforded equivalent treatment by an
offeror. The Code also provides an orderly framework within which takeovers
are conducted. In addition, it is designed to promote, in conjunction with
other regulatory regimes, the integrity of the financial markets. The Code is
based upon a number of General Principles, which are essentially statements of
standards of commercial behaviour. The General Principles apply to takeovers
and other matters to which the Code applies. They are applied by the Panel in
accordance with their spirit in order to achieve their underlying purpose. In
addition to the General Principles, the Code contains a series of rules. Like
the General Principles, the rules are to be interpreted to achieve their
underlying purpose. Therefore, their spirit must be observed as well as their
letter. The Panel may derogate or grant a waiver to a person from the
application of a rule in certain circumstances. A summary of key points
regarding the application of the Code to takeovers is set out in the Appendix.
8. General Meeting
The General Meeting will be held at the offices of Fieldfisher LLP, Riverbank
House, 2 Swan Lane, London EC4R 3TT at 10.30 a.m. on 28 March 2025.
Resolution 1 to be proposed at the General Meeting is a special resolution to
approve the Cancellation.
Resolution 2 to be proposed at the General Meeting is a special resolution to
re-register the Company as a private company and to approve the adoption by
the Company of the New Articles.
Resolution 1 is not conditional on Resolution 2 being passed, but
Resolution 2 is conditional on Resolution 1 being passed.
9. Action to be taken in relation to the General Meeting
You will find accompanying the Circular a Form of Proxy for use at the General
Meeting. Whether or not you intend to be present at the General Meeting, you
are requested to complete the Form of Proxy in accordance with the
instructions printed on it and to return it as soon as possible and in any
case so as to be received by the Company's registrars, MUFG Corporate Markets
at MUFG Corporate Markets, PXS 1, Central Square, 29 Wellington Street,
Leeds LS1 4DL no later than 10.30 a.m. on 26 March 2025.
If you hold your Existing Ordinary Shares in uncertificated form in CREST, you
may vote using the CREST Proxy Voting service in accordance with the
procedures set out in the CREST Manual. Further details are also set out in
the notes accompanying the Notice of General Meeting at the end of the
Circular. Proxies submitted via CREST must be received by MUFG Corporate
Markets (CREST ID RA10) by no later than 10.30 a.m. on 26 March 2025 (or, if
the General Meeting is adjourned, 48 hours (excluding any part of a day that
is not a working day) before the time fixed for the adjourned meeting). If you
are an institutional investor, you may also be able to appoint a proxy
electronically via the Proxymity platform in accordance with the procedures
set out in the notes to the Notice of General Meeting. Shareholders can also
vote electronically via the Investor Centre app or via the web browser at
uk.investorcentre.mpms.mufg.com. The return of the Form of Proxy or
transmission of a CREST Proxy Instruction or the appointment of a proxy via
Proxymity or other electronic vote will not prevent you from attending the
meeting and voting in person if you wish.
10. Recommendation
The Directors consider that the Proposals are in the best interests of the
Company and its Shareholders as a whole and, therefore, unanimously recommend
that you vote in favour of the Resolutions at the General Meeting as each of
the Directors intends to vote, or procure the vote, in respect of, in
aggregate, 995,771 Ordinary Shares to which they or their connected persons
are beneficially entitled.
Yours faithfully,
Mark Parry-Billings
Chairman
Appendix II
The following definitions apply throughout this Announcement, unless stated
otherwise:
AIM AIM, the market operated by the London Stock Exchange
AIM Rules the rules and guidance for companies whose shares are admitted to trading on
AIM entitled "AIM Rules for Companies" published by the London Stock
Exchange, as amended from time to time
Business Day a day (excluding Saturdays, Sundays and public holidays in England and Wales)
on which banks are generally open for the transaction of normal banking
business in London
Cancellation the cancellation of admission of the Ordinary Shares to trading on AIM in
accordance with Rule 41 of the AIM Rules, subject to the passing of the
Cancellation Resolution
Cancellation Resolution Resolution 1 to be proposed at the General Meeting
Cavendish Cavendish Capital Markets Limited, a company incorporated in England and Wales
with registered number 06198898 and having its registered office at 1
Bartholomew Close, London, EC1A 7BL
Circular the circular to be posted by the Company to Shareholders dated today's date,
containing details of the Proposals and containing the Notice of General
Meeting
Clinical Trial the Phase II trial of SNG001, details of which are set out in the circular to
shareholders dated 20 December 2024
Company or Synairgen Synairgen plc, a company incorporated in England and Wales with registered
number 05233429 and having its registered office at Mailpoint 810, Level F,
South Block, Southampton General Hospital, Tremona Road,
Southampton, SO16 6YD
Companies Act the Companies Act 2006, as amended from time to time
CREST the relevant system (as defined in the CREST Regulations) in respect of which
Euroclear is the operator (as also defined in the CREST Regulations)
CREST Regulations the Uncertificated Securities Regulations 2001 (SI 2001/3755), as amended from
time to time
Current Articles the articles of association of the Company at the date of the Circular
Directors or Board the directors of the Company, whose names are set out in Part 1 of the
Circular
Director Subscriptions the proposed subscriptions which were to be made by certain Directors, subject
to the Minimum Fundraising Condition being satisfied, details of which were
included in the circular to shareholders published by the Company on
20 December 2024
Disclosure Guidance and Transparency Rules the disclosure guidance and transparency rules made by the FCA pursuant to
section 73A of FSMA
Document the Circular, containing information regarding the Cancellation, the
Re-registration, the adoption of the New Articles and the General Meeting
FCA the Financial Conduct Authority of the United Kingdom including any
replacement or substitute thereof, and any regulatory body or person
succeeding, in whole or in part, to the functions thereof
Form of Proxy the electronic form of proxy for use by Shareholders in connection with the
General Meeting
FSMA the Financial Services and Markets Act 2000, as amended from time to time
Fundraising the £18 million raised pursuant to the Subscription by TFG Asset Management
UK announced by the Company on 20 December 2024
Group Synairgen and its subsidiary undertakings (as such term is defined in section
1162 of the Companies Act) from time to time
London Stock Exchange London Stock Exchange plc
Minimum Fundraising Condition the £2.9 million that was required to be raised pursuant to the
Non-Underwritten Fundraising announced by the Company on 20 December 2024
New Articles the new articles of association of the Company proposed to be adopted pursuant
to Resolution 2 to be proposed at the General Meeting with the principal
differences between the Current Articles and the proposed New Articles
summarised in Part 2 of the Circular, a copy of which can be viewed at
https://www.synairgen.com/investors/aim-rule-26
Non-Underwritten Fundraising means the Placing, Open Offer and Director Subscriptions
Notice of General Meeting or Notice the notice of the General Meeting which is set out in Part 3 of the Circular
Open Offer the proposed invitation by the Company to existing shareholders to participate
in the fundraising, subject to the Minimum Fundraising Condition being
satisfied, details of which were included in the circular to shareholders
published by the Company on 20 December 2024
Ordinary Shares or Shares the ordinary shares in the capital of the Company of £0.01 each and Ordinary
Share means any one of them
Panel the Panel on Takeovers and Mergers
Placing the placing which was proposed by the Company subject to the Minimum
Fundraising Condition being satisfied, details of which were included in the
circular to shareholders published by the Company on 20 December 2024
Proposals Cancellation, Re-registration and the adoption of the New Articles
Registrars MUFG Corporate Markets at Central Square, 29 Wellington Street,
Leeds, LS1 4DL
Regulatory Information Service has the meaning given to it in the AIM Rules for any of the services approved
by the London Stock Exchange for the distribution of AIM announcements and
included within the list maintained on the website of the London Stock
Exchange
Relevant Funds Tetragon, Westbourne River Event Master Fund and accounts managed by TFG Asset
Management UK
Re-registration the proposed re-registration of the Company as a private company limited by
shares
Resolutions the resolutions to be proposed at the General Meeting in the form set out in
the Notice of General Meeting
Secondary Market Trading Facility the secondary market trading facility to be put in place by the Company with
Asset Match Limited subject to the passing of the Resolutions
Shareholders holders of Ordinary Shares from time to time and Shareholder means any one of
them
Subscription the subscription by TFG Asset Management UK for 900,000,000 Ordinary Shares at
2 pence per share as part of the Fundraising announced by the Company on
20 December 2024
Takeover Code or Code the City Code on Takeovers and Mergers
TFG Asset Management UK TFG Asset Management UK LLP, a limited liability partnership incorporated in
England and Wales with company number OC343805 whose registered office is
situated at 4 Sloane Terrace, London, SW1X 9DQ, in its capacity as
discretionary investment manager, acting on behalf of the Relevant Funds
UK MAR the UK version of Regulation (EU) (No 596/2014) of the European Parliament
and of the Council of 16 April 2014 on market abuse as it forms part of the
domestic law of the United Kingdom including by virtue of the European Union
(Withdrawal) Act 2018 as amended
United Kingdom or UK the United Kingdom of Great Britain and Northern Ireland
£ pounds sterling, being the lawful currency of the UK
END
Notes for Editors
About Synairgen
Synairgen is a UK-based respiratory company focused on drug discovery and the
development of SNG001 (inhaled interferon beta) as potentially the first
host-targeted, broad-spectrum antiviral treatment delivered directly into the
lungs for severe viral lung infections.
Millions of people globally are hospitalised every year due to viral lung
infections and there are currently no approved antiviral therapies for the
majority of these patients. Synairgen is developing SNG001 to address this
need.
Synairgen is quoted on AIM (LSE: SNG). For more information about Synairgen,
please see www.synairgen.com (http://www.synairgen.com)
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