ValiRx PLC Posting of Circular & Notice of General Meeting (1881G)

TIDMVAL

RNS Number : 1881G

ValiRx PLC

16 March 2020

VALIRX PLC

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

Posting of Circular, Notice of General Meeting

and Update re Working Capital

London, UK ., 16 March 2020: ValiRx Plc (AIM: VAL), the clinical stage biotechnology company announced on 2 March 2020 that it had received a valid request under section 303 of the Companies Act 2006 to convene a general meeting to consider resolutions to remove George Morris and Satu Vainikka as directors of the Company.

In accordance with the statutory timetable, the Company posted a circular to shareholders on 13 March 2020 (the "Circular"). The Circular includes a notice of the requisitioned general meeting, which has been convened for 11.00 a.m. on 14 April 2020, to be held at the offices of DAC Beachcroft LLP, 25 Walbrook, London EC4N 8AF.

General Meeting 25 March 2020 and working capital

On 10 March 2020 the Company announced that it had posted a circular to shareholders convening a general meeting on 25 March 2020 detailing a proposed capital reorganisation and seeking authority to allot ordinary shares generally and for cash on a non-pre-emptive basis ("Proposals"). In the event that the Proposals are not passed by shareholders at the general meeting on 25 March 2020 it is unlikely that the Company would be able to continue trading beyond that point.

A copy of the Circular will be available to download from the Company's website at www.valirx.com and the full text of the Letter from the Independent Directors is set out below. Capitalised terms in this announcement carry the same meaning as defined in the Circular.

"LETTER FROM THE INDEPENT DIRECTORS

 
 Registered Office                            ValiRx plc 
  Stonebridge House          Incorporated and registered 
  Chelmsford Road                   in England and Wales 
  Hatfield Heath       with registered number (03916791) 
  CM22 7BD 
 

13 March 2020

To all Shareholders

Requisition and Notice of General Meeting by certain Shareholders in excess of 5% of the issued share capital pursuant to Section 303 of the Companies Act 2006 to remove George Morris and Satu Vainikka from the Board of ValiRx Plc

On 4 March 2020 the Company announced that it had received a requisition notice from a group of shareholders whose aggregate shareholding is in excess of 5% of the issued share capital of the Company.

The requisition notice proposed resolutions for the removal of George Morris and Satu Vainikka as directors of the Company. George Morris is the Company's Chief Operating Officer and Satu Vainikka is the Company's Chief Executive Officer.

The requisition notice was received on 2 March 2020 and was from nine shareholders led by Mr Marston Tillyer. Under section 303 of the Companies Act 2006, the Board is required to convene a general meeting of the Company's shareholders to consider the Resolutions set out in the requisition.

George Morris and Satu Vainikka have recused themselves from decisions concerning the requisition notice therefore the Independent Directors have prepared this letter to Shareholders in order for the Company to fulfil its obligations under section 303 of the Companies Act 2006.

The Record Date for the meeting is 6:00 p.m. on 8 April 2020.

You will find set out at the end of this Document, a notice convening the General meeting to be held at the offices of DAC Beachcroft LLP, 25 Walbrook, London EC4N 8AFat 11:00 a.m. on 14 April 2020.

The Resolutions to be proposed at the General Meeting are as follows:

Resolution 1:

An ordinary resolution to remove George Morris as a director.

Resolution 2:

An ordinary resolution to remove Satu Vainikka as a director.

Holders of Ordinary Shares will find enclosed with this Document a Form of Proxy for use by them at the General Meeting.

Whether or not you are able to attend the General Meeting, you are requested to complete the

enclosed Form of Proxy and return it to:-

Neville Registrars Limited

Neville House

Steelpark Road

Halesowen

B62 8HD

as soon as possible and, in any event, so as to arrive by 11:00 a.m. on 8 April 2020. The completion and return of a Form of Proxy will not prevent you from attending the General Meeting and voting in person if you subsequently wish to do so.

Shareholders are reminded that, if their Ordinary Shares are held in the name of a nominee, only that nominee or its duly appointed proxy can be counted in the quorum at the General Meeting. If you are in any doubt as to what action you should take, you are recommended to seek your own personal financial advice from your broker, bank manager, solicitor, accountant or other independent financial adviser authorised under the Financial Services and Markets Act 2000 (as amended) if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser, immediately.

The Independent Directors do not consider that the Resolutions to be proposed at the General Meeting are in the best interests of the Company and its Shareholders as a whole. The Independent Directors therefore recommend you vote against all the Resolutions.

The Independent Directors intend to vote against both Resolutions in respect of their own beneficial holdings of Ordinary Shares. Such shareholdings comprise 1,980,481 Ordinary Shares representing approximately 0.08 per cent. of the total Ordinary Shares.

Yours faithfully

The Independent Directors

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

 
                                                      2020 
 Latest time and date for receipt    11:00 a.m. on 8 April 
  of the Forms of Proxy 
 General Meeting                    11:00 a.m. on 14 April 
 

Notes:

(1) References to times in this Document are to London time (unless otherwise stated).

(2) The dates set out in the timetable above may be subject to change.

(3) If any of the above times or dates should change, the revised times and/or dates will be notified by an announcement to a regulatory information service.

DEFINITIONS

 
 "AIM Rules"                          The AIM Rules for Companies and the 
                                       AIM Rules for Nominated Advisers, as 
                                       issued by the London Stock Exchange 
                                       from time to time; 
 "AIM"                                The AIM market operated by the London 
                                       Stock Exchange; 
 "Articles"                           The articles of association of the 
                                       Company at the date of this Document; 
 "Certificated" or in "Certificated   The description of a share or other 
  Form"                                security which is not in uncertificated 
                                       form (that is, not in CREST); 
 "Company" or "ValiRx"                ValiRx plc (registered under company 
                                       number 03916791); 
 "CREST"                              The relevant system (as defined in 
                                       the CREST Regulations) in respect of 
                                       which Euroclear is the operator (as 
                                       defined in the CREST Regulations); 
 "CREST Regulations"                  The Uncertificated Securities Regulations 
                                       2001 (SI 2001/3755), as amended; 
 "Directors"                          The directors of the Company, being:- 
                                       Satu Vainikka (Chief Executive Officer) 
                                       George Morris (Chief Operations Officer) 
                                       Gerry Desler (Chief Financial Officer) 
                                       Kevin Alexander (Non-executive Director) 
 "Document"                           This document; 
 "Euroclear"                          Euroclear UK & Ireland Limited, the 
                                       operator of CREST; 
 "Independent Directors"              Gerry Desler and Kevin Alexander, being 
                                       Directors not subject to the requisition; 
 "Ordinary Shares"                    The 1,534,827,184 ordinary shares of 
                                       0.1p in issue as at the date of this 
                                       Document; 
 "Form of Proxy"                      The form of proxy for use by Shareholders 
                                       in connection with the General Meeting; 
 "General Meeting"                    The general meeting of the Company 
                                       to be held at the offices of DAC Beachcroft 
                                       LLP, 25 Walbrook, London EC4N 8AF on 
                                       14 April 2020 at 11:00 a.m., notice 
                                       of which is set out at the end of this 
                                       Document; 
 "London Stock Exchange"              London Stock Exchange plc; 
 "Record Date"                        The record date for the General Meeting 
                                       being 6:00 pm. on 8 April 2020; 
 "Resolutions"                        The ordinary resolutions to be proposed 
                                       and approved at the General Meeting, 
                                       details of which are set out in this 
                                       Document; 
 "Shareholder(s)"                     A holder of Ordinary Shares; and 
 "United Kingdom"                     The United Kingdom of Great Britain 
                                       and Northern Ireland. 
 

All references in this Document to "GBP" or "pence" are to the lawful currency of the UK"

This announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014.

For more information, please contact:

 
 ValiRx plc                                  Tel: [phone] 
                                              www.valirx.com 
 Dr Satu Vainikka, Chief Executive           Tel: [phone] 
 Tarquin Edwards, Head of Communications.    Tel: [phone] 
                                              364 
                                              [e-mail] 
 
 Cairn Financial Advisers LLP (Nominated     Tel: [phone] 
  Adviser) 
  Liam Murray / Jo Turner / Ludovico 
  Lazzaretti 
 
 Allenby Capital Limited (Joint Broker)      Tel: [phone] 
  Jeremy Porter / Alex Brearley (Corporate 
  Finance) 
  Kelly Gardiner (Equity Sales) 
 
 ETX Capital (Joint Broker)                  Tel: [phone] 
  Thomas Smith 
 
 Novum Securities Limited (Joint Broker)     Tel: [phone] 
  Colin Rowbury 
 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact [e-mail] or visit www.rns.com.

END

MSCZZGMFLKGGGZM

(END) Dow Jones Newswires

March 16, 2020 03:00 ET (07:00 GMT)