RE: Options8 Jun 2024 13:59
Just pasting the Special Resolution 6 below. The legal language is not so easy to understand. Is it basically disapplying preemption rights so they can do a quick raise? If so that is not so unusual?
Special resolution:
6.
That, conditional on the passing of Resolution 5, the Directors be and are hereby empowered pursuant to section 570
of the Companies Act 2006 to allot equity securities (within the meaning of section 560 of the Companies Act 2006)
for cash pursuant to the authority conferred by Resolution 5 as if section 561(1) of the Companies Act 2006 did not
apply to such allotment provided that this power shall be limited to:
(a) the allotment of equity securities in connection with an issue or offer of securities (but, in the case of the authority
granted under paragraph (b) of Resolution 5, by way of a rights issue only) in favour of holders of ordinary shares
on the register of members at such record date as the Directors may determine where the equity securities
respectively attributable to the interests of such holders are proportionate (as nearly as may be practicable) to
the respective numbers of ordinary shares held by them on any such record date but subject to such exclusions
or other arrangements as the Directors may deem necessary or expedient to deal with treasury shares, fractional
entitlements, record dates, or legal or practical problems under the laws of, or the requirements of any regulatory
authority or stock exchange in, any territory or any other matter; and
(b) the allotment otherwise than pursuant to 6(a) above, to any person or persons of equity securities up to an
aggregate nominal amount of £1,757,456; and shall expire upon the expiry of the general authority conferred by Resolution 5 above, save that the Company may before such expiry make any offer or agreement which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of such offer or agreement as if this power had not expired.