RNS1 Apr 2020 13:52
RNS Number : 4204I
ValiRx PLC
01 April 2020
1 April 2020
ValiRx Plc
("ValiRx" or the "Company")
Result of General Meeting
London, UK, 1 April 2020: ValiRx Plc (AIM: VAL), a clinical stage biotechnology company, announces the reconvening of the General Meeting that was adjourned on 25 March 2020 and the Result of the General Meeting.
Reconvening of General Meeting
The Company adjourned its General Meeting to be held on 25 March 2020 as a result of the COVID-19 situation. However, in the light of the availability of the Conditional Placing, the Board has concluded that their fiduciary duties to stakeholders including the creditors and shareholders of the Company required that the General Meeting should be reconvened as a matter of urgency.
The COVID-19 lockdown makes attendance of shareholders at the meeting impossible and the Board has been unable to find a suitable means of shareholders participating and voting during the lockdown.
The Board note that the shareholders have had the opportunity to vote their shares by proxy.
The Board regards its obligations to its shareholders and creditors as overriding any procedural difficulties that there may be in holding a meeting during the COVID-19 lockdown.
The Company announced on 25 March 2020 that 7 days' notice of the reconvening of the meeting would be required but given both the urgency of the financial situation and the fact that shareholders would not be able to attend and vote at any reconvened meeting because of the COVID-19 lockdown, the Board has decided to allow the proceedings to be decided on a poll based upon the proxies received for the General Meeting at its originally scheduled time.
Accordingly, the Board today reconvened the meeting with certain directors (who are also shareholders) present.
The Board regret that shareholders were unable to attend in person due to the COVID-19 situation but by deciding the resolutions on a poll, the Board believe shareholders are being treated as fairly as possible in the circumstances. To act otherwise would be to disenfranchise those that voted by proxy prior to the COVID-19 lockdown. The Board notes that attendance at shareholders meetings by shareholders who have not already voted by proxy has historically been low.
Result of General Meeting
Resolutions 1 (Ordinary Resolution - share capital reorganisation) and Resolution 2 (Ordinary Resolution - General Authority to issue shares) were passed.
Resolution 3 (Special Resolution - disapplication of pre-emptive rights) did not pass.
The poll results are set out below:-
Resolutions
For
Against
Discretion
Resolution 1
198,742,919
25,741,867
19,868,944
Resolution 2
199,309,669
24,740,401
19,868,944
Resolution 3
158,156,997
60,821,243
19,963,044
Total Voting Rights
The share capital reorganisation will become effective on or around 6 April 2020 when it is expected that admission of the 12,278,61