Urban Exposure PLC Result of General Meeting and Cancellation on AIM (7091C)

TIDMUEX

RNS Number : 7091C

Urban Exposure PLC

22 June 2021

22 June 2021

Urban Exposure Plc (the "Company")

Result of General Meeting, appointment of Joint Liquidators and Cancellation of Admission to trading on AIM

Urban Exposure Plc announces that at the General Meeting of the Company held at 10:00 a.m. today, all eight of the proposed Resolutions were passed, including resolutions to approve the cancellation of the admission of the Company's ordinary shares to trading on AIM and the implementation of a solvent members' voluntary liquidation of the Company.

Accordingly, Geoffrey Paul Rowley and David Frederick Shambrook, both of FRP Advisory Trading Limited, 2nd Floor, 110 Cannon Street, London, EC4N 6EU have been appointed as joint liquidators to effect the voluntary winding-up of the Company.

As contemplated in the Company's circular dated 21 May 2021 (the "Circular") and its announcement of the same date, suspension of trading in the Company's ordinary shares took place at 7.30 a.m. today in anticipation of the General Meeting meeting and, the admission of the Company's ordinary shares to trading on AIM will be cancelled at 7.00 a.m. tomorrow, 23 June 2021.

Further details of the Cancellation and the Liquidation are set out in the Circular, a copy off which is available from the Company's website at www.urbanexposureplc.com.

The results of the poll vote on each Resolution proposed at the General Meeting were as follows:

 
                   Votes for*   % of votes    Votes against  % of votes     Votes cast in  Total votes    Votes 
                                cast                         cast           total          cast as a %    withheld** 
                                                                                           of issued 
                                                                                           share 
                                                                                           capital 
 Special Resolutions 
 1. To approve 
  the 
  cancellation 
  of the 
  admission of 
  the Company's 
  ordinary 
  shares to 
  trading 
  on AIM, and to 
  authorise the 
  directors of 
  the Company to 
  take all steps 
  which they 
  consider 
  to be 
  necessary or 
  desirable in 
  order to 
  effect such 
  cancellation.    34,510,363      99.99%         2,950          0.01%       34,516,743       47.84%         3,430 
                  -----------  -------------  -------------  -------------  -------------  ------------  ------------- 
 2. Conditional 
  upon the 
  passing of 
  Resolution 1, 
  to approve the 
  voluntary 
  winding-up of 
  the 
  Company          34,510,363      99.99%         2,950          0.01%       34,516,743       47.84%         3,430 
                  -----------  -------------  -------------  -------------  -------------  ------------  ------------- 
 Ordinary Resolution 
  3. Conditional 
   upon the 
   passing of 
   Resolution 2, 
   to appoint 
   Geoffrey Paul 
   Rowley and 
   David 
   Frederick 
   Shambrook, 
   both of FRP 
   Advisory 
   Trading 
   Limited, 2nd 
   Floor, 110 
   Cannon 
   Street, 
   London, 
   EC4N 6EU, as 
   Joint 
   Liquidators 
   of the 
   Company.        34,510,363      99.99%         2,950          0.01%       34,516,743       47.84%         3,430 
                  -----------  -------------  -------------  -------------  -------------  ------------  ------------- 
 Special Resolution 
 4. Conditional 
  upon the 
  passing of 
  Resolution 2, 
  to authorise 
  the Joint 
  Liquidators to 
  divide 
  and distribute 
  among the 
  members of the 
  Company all or 
  part of the 
  assets of the 
  Company.         34,510,363      99.99%         2,950          0.01%       34,516,743       47.84%         3,430 
                  -----------  -------------  -------------  -------------  -------------  ------------  ------------- 
 Ordinary Resolutions 
 5. Conditional 
  upon the 
  passing of 
  Resolution 2, 
  to authorise 
  anything 
  required or 
  authorised 
  to be done by 
  the Joint 
  Liquidators to 
  be done by 
  both or either 
  of them.         34,510,363      99.99%         2,950          0.01%       34,516,743       47.84%         3,430 
                  -----------  -------------  -------------  -------------  -------------  ------------  ------------- 
 6. Conditional 
  upon the 
  passing of 
  Resolution 2, 
  to approve the 
  remuneration 
  of the Joint 
  Liquidators, 
  to be fixed at 
  GBP120,000 
  plus VAT and 
  disbursements, 
  without 
  further 
  resolution 
  of the 
  shareholders.    34,510,363      99.99%         2,950          0.01%       34,516,743       47.84%         3,430 
                  -----------  -------------  -------------  -------------  -------------  ------------  ------------- 
 7. Conditional 
  upon the 
  passing of 
  Resolution 2, 
  to confirm 
  that 
  disbursements 
  for any 
  mileage 
  an be 
  recharged at 
  the HMRC 
  approved 
  mileage rate 
  prevailing at 
  the time the 
  mileage was 
  incurred 
  by the Joint 
  Liquidators.     34,510,363      99.99%         2,950          0.01%       34,516,743       47.84%         3,430 
                  -----------  -------------  -------------  -------------  -------------  ------------  ------------- 
 8. Conditional 
  upon the 
  passing of 
  Resolution 2, 
  to approve the 
  holding of the 
  Company's 
  books 
  and records by 
  the Joint 
  Liquidators 
  and that they 
  may not be 
  destroyed 
  until two 
  years after 
  the 
  dissolution of 
  the Company.     34,510,363      99.99%         2,950          0.01%       34,516,743       47.84%         3,430 
                  -----------  -------------  -------------  -------------  -------------  ------------  ------------- 
 

* "Votes for" includes those votes giving discretion to the Chairman

**A vote withheld is not a vote in law and is therefore not counted towards the proportion of votes "for" or "against" the special resolution.

The full text of each Resolution can be found in the Notice of General Meeting contained in the Circular.

All votes cast were proxy votes received in advance of the meeting. Accordingly, the proxy votes received by the Company are identical to the above.

As at 18 June 2021, the Company's issued share capital comprised 78,333,334 ordinary shares of 1 penny each. Each ordinary share carries the right to one vote at a general meeting of the Company. The Company has 6,177,379 ordinary shares in treasury and is not permitted to exercise voting rights in respect of these shares. Accordingly, the total number of voting rights in the Company as at 18 June 2021 entitling the holders to attend and vote for or against the Resolutions proposed at the General Meeting was 78,333,334.

Defined terms used in this announcement have the meanings given in the Circular unless the context otherwise requires.

Enquiries:

FRP Advisory Trading Limited

Geoffrey Rowley Tel: [phone]

Simon Baggs

Urban Exposure plc Tel: [phone]

Sam Dobbyn, Chief Executive Officer

Liberum Tel: [phone]

Neil Patel

Richard Bootle

[e-mail]

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June 22, 2021 06:17 ET (10:17 GMT)