REG - Versarien PLC - Notice of General Meeting

VersarienAnnouncement

05/03/2025 07:15

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RNS Number : 3350Z  Versarien PLC  05 March 2025

5 March 2025

Versarien plc

("Versarien" or the "Company")

Notice of General Meeting

Versarien plc (AIM: VRS), the advanced materials engineering group, announces
that a Notice of General Meeting ("General Meeting") will be posted to
shareholders today. The General Meeting will be held on 24 March 2025 at 10.00
a.m. at the offices of Fieldfisher LLP, Riverbank House, 2 Swan Lane, London
EC4R 3TT. The purpose of the General Meeting is to renew the Company's share
capital authorities.

The formal notice of the General Meeting including full details of all
resolutions to be proposed ("Resolutions") is available to view on the
Company's website at www.versarien.com (http://www.versarien.com) .

The Company values shareholder participation and values the votes of
shareholders, so it encourages all shareholders to exercise their voting
rights by completing and submitting a proxy form as soon as possible. It would
also be helpful if shareholders could submit any questions in advance of the
General Meeting via IFC Advisory Limited, the Company's financial PR and
investor relations adviser, at versarien@investor-focus.co.uk.

Background

At the Company's Annual General Meeting on 30 April 2024 shareholders approved
resolutions giving the Board authority to allot 2,976,339,014 ordinary shares
with such authority to expire at the conclusion of the Company's next Annual
General Meeting.

That authority has now been used in full and the Directors do not currently
have the authority to allot further ordinary shares. The Directors now wish to
renew that authority in advance of the 2025 Annual General Meeting to provide
the Board with the maximum flexibility to raise the funds necessary to enable
the Company to continue as a going concern. As part of the Company's ongoing
quest to source additional working capital, the Board is currently in advanced
discussions with a third party with a view to completing a strategic
investment in the Company at a premium to the current share price which, if
completed, is expected to be approximately 15 per cent. of the Company's then
enlarged capital. Without the renewal of the share capital authorities this
potential transaction could not be completed, although there can be no
certainty that it will do so, nor that is will be for the amount or at the
price currently contemplated by the Board. If it does not complete then the
Board will seek to use the proposed share capital authorities to raise further
equity capital in order to ensure that the Company has sufficient working
capital to carry on its business.

As stated in the 2023 Annual Report, the Company is reliant upon its ability
to access capital until such time as it achieves profitability and positive
cash flow. As shown by the unaudited interim results, the Company has
materially reduced its annual losses and is increasing its graphene revenues
as it makes progress towards its objectives. This, together with the repayment
deferment agreed with Innovate UK, provides a platform for the Company to
continue as a going concern.

With the exception of the disposal of Total Carbide Limited, which remains an
ongoing process, the strategy to turnaround the business has largely been
completed and we have a much-simplified business with a lower cost base.

In addition, we have been pleased by the support provided by Innovate UK
through extending the date for repayments of the loan principal to August
2026. We look forward to providing further updates in due course.

Recommendation

The Board considers that the renewal of the share authorities and the
Resolutions are in the best interests of the Company and its Shareholders as a
whole and accordingly recommends that Shareholders vote in favour of the
Resolutions.

If the Resolutions are not approved at the General Meeting the Company's
ability to operate as a going concern will be put at risk.

 Expected timetable of principal events                      2025
 Publication and dispatch of the circular and Form of Proxy  5 March
 Latest time and date for receipt of the Form of Proxy       10.00 a.m. on 20 March
 Time and date of the General Meeting                        10.00 a.m. on 24 March
 Results of the General Meeting announced through RNS        24 March

All references to times in this timetable are to London times and each of the
times and dates are indicative only and may be subject to change.

Terms used and not defined in this announcement shall have the same meanings
given to them in the Notice of General Meeting.

This announcement contains inside information for the purposes of Article 7 of
the Market Abuse Regulation (EU) 596/2014 as it forms part of UK domestic law
by virtue of the European Union (Withdrawal) Act 2018 ("MAR"), and is
disclosed in accordance with the Company's obligations under Article 17 of
MAR.

For further information please contact:

 

 Versarien                                                   c/o IFC

 Stephen Hodge, Chief Executive Officer

 Chris Leigh, Chief Financial Officer

 SP Angel Corporate Finance (Nominated Adviser and Broker)   +44 (0)20 3470 0470

 Matthew Johnson, Adam Cowl

 IFC Advisory Limited (Financial PR and Investor Relations)  +44 (0)20 3934 6630

 Tim Metcalfe, Zach Cohen

 

 

For further information please see: http://www.versarien.com
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