REG - Zenova Group PLC - Notice of GM

ZenovaAnnouncement

17/03/2025 09:15

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RNS Number : 9301A  Zenova Group PLC  17 March 2025

17 March 2025

 

Zenova Group PLC

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

 

Notice of General Meeting

 

Zenova Group PLC (AIM: ZED), a leading innovator in fire suppression and
temperature management solutions, announces that a notice is given that a
general meeting ("General Meeting" or "GM") of the Company to be held at 160
Camden High Street, London, England, NW1 0NE on 31 March 2025 at 11.00am to
consider the following resolutions, of which resolution 1 will be proposed as
an ordinary resolution and resolutions 2-3 will be proposed as a special
resolution:

 

ORDINARY RESOLUTION

1.    THAT the directors be generally and unconditionally authorised in
accordance with section 551 of the Companies Act 2006 (the "Act") and in
substitution for all existing authorities under that section, to exercise all
the powers of the Company to allot shares in the Company or to grant rights to
subscribe for, or to convert any security into, shares in the Company
("Rights") up to an aggregate nominal amount of £200,000 during the period
commencing on the date of the passing of this resolution and expiring at the
conclusion of the next annual general meeting of the Company or on the close
of business on the date that is fifteen (15) months after the date on which
this resolution is passed, whichever is earlier, and provided further that the
Company shall be entitled before such expiry to make an offer or agreement
which would or might require shares to be allotted or rights to be granted
after such expiry and the Directors shall be entitled to allot shares and
grant rights under such offer or agreement as if this authority had not
expired.

SPECIAL RESOLUTIONS

2.    THAT the issue and allotment of ordinary shares at nominal value of
£50,000, on 28 February 2025, as part of the Placing announced by the Company
on 21 February 2025, be ratified and approved.

 

3.    THAT subject to the passing of resolution 1 above, the directors be
empowered under section 570 of the Act to allot equity securities (within the
meaning of section 560 of the Act) for cash under the general authority
already given as if sub-section 561(1) of the Act did not apply to any such
allotment, provided that this power shall be limited to:

 

a.    the allotment of equity securities in connection with an offer of
such securities to holders of ordinary shares where the equity securities for
which ordinary shares are respectively entitled to subscribe are proportionate
(as nearly as may be) to the respective numbers of ordinary shares held by
them, but subject to such exclusions or other arrangements as the directors
may deem necessary or expedient in relation to fractional entitlements or any
legal or practical problems under the laws of any overseas territory or the
requirements of  any regulatory body or stock exchange; and

 

b.    the allotment (otherwise than under sub-paragraph (a) above) of
equity securities up

to an aggregate nominal value of £200,000;

and so that such power (unless previously revoked or varied) shall expire at
the end of the next annual general meeting, (or if earlier on the close of
business on the date that is fifteen (15) months after the date on which this
resolution is passed provided that the directors may, before the power
expires, make an offer or enter into an agreement which would or might require
equity securities to be allotted after such power expires.

 

For further information, please contact:

 

Zenova Group PLC

Thomas Melchior, CEO

Fiona Rodford, Chairperson

Tel: +44 20 3475 6834

 

SPARK Advisory Partners Limited (Nominated Adviser)

Matt Davis / Angus Campbell

Tel: +44 20 3368 3550

 

Peterhouse Capital Limited (Broker)

Charles Goodfellow

Tel: +44 207 469 0930

 

 

Notes

1. Right to attend, speak and vote

If you want to attend, speak and vote at the GM you must be on the Company's
register of members by 6.00pm on 27 March 2025. This will allow us to confirm
how many votes you have on a poll. Changes to the entries in the register of
members after that time, or, if the GM is adjourned, 48 hours (excluding
non-working days) before the time of any adjourned meeting, shall be
disregarded in determining the rights of any person to attend, speak or vote
at the GM.

2. Appointment of proxies

If you are a member of the Company you may appoint one or more proxies to
exercise all or any of your rights to attend, speak and vote at the meeting.
You may only appoint a proxy using the procedures set out in these notes and
in the notes on the proxy form, which you should have received with this
notice of meeting.

A proxy does not need to be a member of the Company but must attend the
meeting to represent you. Details of how to appoint the Chairman of the
meeting or another person as your proxy using the proxy form are set out in
the notes on the form. If you wish your proxy to speak on your behalf at the
meeting, you will need to appoint your own choice of proxy (not the Chairman)
and give your instructions directly to them.

You may appoint more than one proxy in relation to the GM provided that each
proxy is appointed to exercise the rights attached to a different share or
shares which you hold. If you wish to appoint more than one proxy you may
photocopy the proxy form or alternatively you may contact the Company's
registrars, Neville Registrars Limited on +44 (0) 121 585 1131.

3. Appointment of proxy using hard copy proxy form

The notes to the proxy form explain how to direct your proxy how to vote on
each resolution or withhold their vote. A vote withheld is not a vote in law,
which means that the vote will not be counted in the calculation of votes for
or against the resolution. If you do not indicate on the proxy form how your
proxy should vote, they will vote or abstain from voting at their discretion.
They will also vote (or abstain from voting) at they think fit in relation to
any other matter which is put before the meeting.

To appoint a proxy using the proxy form, the form must be completed, signed
and received by Neville Registrars Limited no later than 48 hours (excluding
non-working days) before the meeting, that is 11.00 a.m. on 27 March 2025. Any
proxy forms (including any amended proxy appointments) received after the
deadline will be disregarded.

·    The completed form(s) may be returned by one of the following
methods:

·    Sending or delivering it to Neville Registrars Limited at Neville
House, Steelpark Road, Halesowen, B62 8HD or,

·    Scanning it and sending it by email to info@nevilleregistrars.co.uk
with the company name and "Proxy vote" written in the subject box

If the shareholder is a company, the proxy form must be executed under its
common seal or signed on its behalf by an officer or attorney. Any power of
attorney or any other authority under which the proxy form is signed (or a
duly certified copy of such power or authority) must be included with the
proxy form.

4. Appointment of proxy by joint members

In the case of joint holders, where more than one joint holder purports to
appoint a proxy, only the appointment submitted by the most senior holder will
be accepted. Seniority is determined by the order in which the names of the
joint holders appear in the Company's register of members in respect of the
joint holding (the first-named being the most senior).

5. Changing your instructions

To change your proxy instructions simply submit a new proxy appointment using
the methods set out above. The amended instructions must be received by the
registrars by the same cut-off time noted above. Where you have appointed a
proxy using a hard copy proxy form and would like to change the instructions
using another hard copy proxy form, please contact Neville Registrars Limited
on +44 (0) 121 585 1131. If you submit more than one valid proxy form, the one
received last before the latest time for the receipt of proxies will take
precedence.

6. Termination of proxy appointments

In order to revoke a proxy instruction, you will need to inform the Company by
sending a signed hard copy notice clearly stating your intention to revoke
your proxy appointment to Neville Registrars Limited at Neville House,
Steelpark Road, Halesowen, B62 8HD.

Any power of attorney or any other authority under which the revocation notice
is signed (or a duly certified copy of such power or authority) must be
included with the revocation notice.

In either case, your revocation notice must be received by Neville Registrars
Limited no later than 48 hours before the meeting. If your revocation is
received after the deadline, your proxy appointment will remain valid.
However, the appointment of a proxy does not prevent you from attending the
meeting and voting in person. If you have appointed a proxy and attend the
meeting in person, your proxy appointment will automatically be terminated.

7. Communications with the Company

Except as provided above, members who have general queries about the meeting
should telephone Neville Registrars on +44 (0) 121 585 1131 or email them at
info@nevilleregistrars.co.uk. You may not use any electronic address provided
either in this notice of general meeting; or any related documents (including
the Chairman's letter and proxy form), to communicate with the Company for any
purposes other than those expressly stated.

8. Issued shares and total voting rights

As at 6.00 p.m. on the business day immediately prior to the date of posting
of this notice of meeting, the Company's issued share capital comprised
240,225,973 ordinary shares of 0.1p each. Each ordinary share carries the
right to one vote at a general meeting of the Company and, therefore, the
total number of voting rights in the Company at that time was 140,225,973.

 

About Zenova Group PLC

Zenova Group PLC specializes in the development and supply of advanced fire
safety and temperature management technologies for industrial, commercial, and
residential sectors. Its product portfolio includes the Zenova FP fire
protection paint, Zenova IP thermal insulation paint, and the Zenova FX series
of fire extinguishers, all engineered to meet the highest safety and
efficiency standards in the industry. The product range is applicable to
industrial, commercial, and residential markets.

 

Zenova FP, fire protection paint

A water based, fire protection paint (also known as a 'thermofoaming' or
'intumescent' paint), which can be used on any surface and colour matched to
any colour. When exposed to heat or flames, the paint expands and creates a
solid foam-like crust which will not burn and insulates the surface it is
painted on. This prevents surfaces from catching fire and stops fire
spreading.  It has been tested by global fire industry experts and complies
with UK building regulations and the latest UK and European fire safety
standards.

 

Zenova IP, thermal insulation paint

A thermal insulation paint embeds the most modern insulating technology in a
thermos-like ultra-thin layer.  It saves energy by increasing the thermal
insulation level in commercial and residential buildings. Solar heat can
increase the temperature within a building by 75% to 90%. Zenova IP has been
independently tested and validated to deflect, absorb and dissipate up to 75%
of this heat, thereby reducing the inside temperature by up to 45%.  Suitable
for both exterior and interior, on any type of surface

 

Zenova IR, thermal insulation render

Zenova IR is a ready mixed insulation render that can be applied to internal
and external walls in commercial and residential buildings to provide
immediate insulation benefits and can be colour matched to any colour.

 

Zenova FX, fire extinguishers

A fire extinguisher like no other. It puts out class A, B, F and electrical
fires fully tested against European EN3 as well as British standards.
Available in 6 and 9 litre sizes.

 

Zenova FX500, aerosol fire extinguisher

The Zenova FX500 is a high-performance handheld fire extinguisher that is
tested by independent experts and adheres to the highest industry
standards.   Safe for use on any type of fire the Zenova FX500 reduces the
risk of reignition. The Zenova FX 500 is quick, easy and safe to operated and
has been tested to BS6165 standard.

 

Zenova CS, automatic ceiling sprinklers

The Zenova CS provides ceiling-mounted fire protection for new builds and can
be easily retrofitted into any existing environment to address all types of
fire risks

 

Zenova WB, wildfire barrier

A wildfire barrier fluid (applied via spray wands or aerial drops), which
provides a virtual barrier where fire simply will not burn. Repeated tests on
a variety of extremely dry wildfire fuels (grasses, hays, brush) demonstrates
the incredible fire resistance Zenova WB provides, while remaining viable
after application for30+ days in dry conditions.

 

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