24 May 2023 14:27
24 May 2023
nanosynth group plc
("nanosynth", the "Company" or the "Group")
Notice of General Meeting
Further to its announcement on 16 May 2023, regarding the Company's proposal to appoint liquidators, the board of nanosynth ("Board") has resolved that a general meeting of the Members of the Company be convened ("General Meeting"), to be held at FinnCap, 1 Bartholomew Cl, London EC1A 7BL at 10.00 a.m. on 15 June 2023. The purpose of the General Meeting is to consider, and if thought fit, pass the following resolutions, number 1 as a Special resolution and number 2, as an Ordinary resolution:
Resolutions
1. | "That the Company be wound up voluntarily"; |
2. | "That Simon Jagger and Cameron Gunn of ReSolve Advisory Limited, 22 York Buildings, London WC2N 6JU, be appointed as Joint Liquidators of the Company and that they be authorised to act either jointly or separately"; and |
3. | "That the admission of the Company's shares to trading on AIM be cancelled ("Cancellation") with such cancellation expected to become effective on 26 June 2023". This resolution is conditional on the passing of resolutions one and two." |
A circular convening the General Meeting can be viewed here: http://www.rns-pdf.londonstockexchange.com/rns/5469A_1-2023-5-24.pdf
Shareholders should note that the Cancellation resolution is being sought as the Company is expected to be in the process of being wound up. As stated in the Company's announcement on 16 May 2023, the board of the Company has determined that potential funding options available are unlikely to come to fruition within the required timeframe and that the only available course of action in order to protect creditors is to commence the insolvent liquidation of the Company. Due to the winding up the board does not intend to establish a facility whereby shareholders may effect transactions in the Company's shares following the Cancellation.
The Board notes that, if the special resolution to wind up the Company is not passed, then the Directors will need to consider whether, given the insolvent position of the Company, it is appropriate to make an application to Court for the compulsory winding-up of the Company.
As previously notified, upon the appointment of liquidators, the Company's nominated adviser will step down with immediate effect.
All enquiries relating to the liquidation process should now be made directly to ReSolve Advisory Limited.
The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014 ('MAR') which has been incorporated into UK law by the European Union (Withdrawal) Act 2018. Upon the publication of this announcement via Regulatory Information Service ('RIS'), this inside information is now considered to be in the public domain.
ENQUIRIES:
ReSolve Advisory Limited (Prospective liquidator) Simon Jagger Cameron Gunn
| nanosynth@resolvegroupuk.com |
nanosynth group plc Mark Duffin (Chief Executive Officer)
| via IFC Advisory |
IFC Advisory Ltd Graham Herring Zach Cohen
| +44 20 3934 6630 |
Nominated Adviser and Broker Stuart Gledhill Kasia Brzozowska | +44 20 3470 0470 |