REG - Synairgen plc - Result of General Meeting

SynairgenAnnouncement

28/03/2025 14:30

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RNS Number : 7536C  Synairgen plc  28 March 2025

 

Synairgen plc

('Synairgen' or the 'Company')

Result of General Meeting, Cancellation and Re-registration

 

Southampton, UK - 28 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
that, at the General Meeting held earlier today, both resolutions as set out
in the Circular dated 11 March 2025, were duly passed by shareholders on a
poll.

A summary of the votes received for the General Meeting will be made available
shortly on the Company's website at
https://www.synairgen.com/investors/aim-rule-26
(https://www.synairgen.com/investors/aim-rule-26) .

The full text of the resolutions proposed and passed at the General Meeting
can be found in the circular containing, inter alia, the Notice of General
Meeting, which was published and posted to Shareholders on 11 March 2025 and
is available on the Company's website
https://www.synairgen.com/investors/aim-rule-26
(https://www.synairgen.com/investors/aim-rule-26)  (the "Circular").

In accordance with the passing of Resolution 2, the Company will re-register
as a private limited company with the name Synairgen Limited and adopt the new
articles of association with effect from such re-registration.

The expected timetable of principal events is as follows:

 Last day of dealings in Ordinary Shares on AIM                      8 April 2025
 Cancellation of admission of the Ordinary Shares to trading on AIM  7.00 a.m. on 9 April 2025
 Secondary Market Trading Facility for Ordinary Shares commences     9 April 2025
 Issue of definitive share certificates to Shareholders              By 23 April 2025
 Re-registration as a private company                                Expected by 30 April 2025

 

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 operate for a minimum of 2 years from Cancellation and 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 (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 2 years
after Cancellation. The Directors will periodically review the use of the
facility after the initial 2 years, and Shareholders should note that it
could be withdrawn after this period 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, 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.

Defined terms used in this announcement have the meaning ascribed to them in
the Circular.

 

For further enquiries, please contact:

 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, joint broker and sole bookrunner
 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)

 

Notes for Editors

About Synairgen

Synairgen is a UK-based respiratory company focused on 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 currently quoted on AIM (LSE: SNG). For more information about
Synairgen, please see www.synairgen.com (http://www.synairgen.com)

 

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