SYNAIRGEN LIMITED
(the "Company")
8 September 2026
Result of General Meeting
Further to the circular (the "Circular") and notice of General Meeting (the "Notice") published on 20 August 2026 by the Company, the Board of Directors of the Company announces that the special resolution to place the Company into members' voluntary liquidation (“MVL”), as set out in the Notice, was voted on by way of a poll and approved by the Company's Shareholders at the General Meeting held earlier today. Accordingly, Mark Smith and Jonathan Bass of Menzies LLP have been appointed as joint liquidators of the Company.
The Board of Directors further confirm that, prior to the General Meeting, written resolutions were passed by the Company to place Synairgen Research Limited (the wholly-owned subsidiary of Synairgen Limited) into MVL and to appoint Mark Smith and Jonathan Bass of Menzies LLP as joint liquidators.
Voting results
Details of the number of proxy votes cast for, against and withheld in respect of the special resolution which were voted on by way of poll, are set out below and will also be published on the Company's website and is available via the following link: Synairgen-Limited-circular-for-MVL-200826_FINAL.pdf.
|
Votes For (including Discretionary) |
% |
Votes Against |
% |
Votes Total |
Votes Withheld |
|
965,052,834 |
99.95% |
510,853 |
0.05% |
965,563,687 |
553 |
Special resolution:
(a) the Company be and is hereby wound up voluntarily pursuant to section 84(1)(b) of the Insolvency Act 1986 and that Mark Smith and Jonathan Bass of Menzies LLP 4th Floor, 95 Gresham Street, London, EC2V 7AB, having consented to act, be and are hereby appointed as liquidators (the "Liquidators") with the power to act jointly and severally for the purposes of such winding-up including realising and distributing the Company's assets and any power conferred on them by law or by this resolution and any act required or authorised under any enactment to be done by them may be exercised by them jointly or by each of them alone;
(b) the remuneration of the Liquidators be determined by reference to the time properly given by them and their staff in attending to matters prior to and during the winding-up of the Company and they be and are hereby authorised to draw such remuneration monthly or at such longer intervals as they may determine and to pay any expenses properly incurred by them;
(c) the Liquidators be and are hereby authorised under the provisions of section 165(2) of the Insolvency Act 1986 to exercise the powers set out in the Insolvency Act 1986 including, in particular, under Part 1 of Schedule 4 thereof; and
(d) the Company's books and records be held by the Company Secretary to the order of the Liquidators until the expiry of twelve months after the date of dissolution of the Company, when they may be disposed of, save for financial and trading records which shall be kept for a minimum of six years following the vacation of the Liquidators from office.
As at 7 September 2026, the Company's issued share capital consisted of 1,102,660,697 ordinary shares with a nominal value of 1p, carrying one vote each. Therefore, the total voting rights in the Company as at 7 September 2026 was 1,102,660,697.
The Circular is available for viewing on the Company's website at Synairgen-Limited-circular-for-MVL-200826_FINAL.pdf.
Defined terms used in this announcement have the meanings given in the Circular published by the Company on 20 August 2026 unless the context otherwise requires.
Enquiries:
|
Menzies LLP (Liquidators) | |
|
Mark Smith |
synairgen@menzies.com |
|
Jonathan Bass |