REG - Synairgen plc - Update on trading post cancellation

SynairgenAnnouncement

03/04/2025 07:00

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RNS Number : 4352D  Synairgen plc  03 April 2025

 

Synairgen plc

('Synairgen' or the 'Company')

Update on trading post cancellation

 

Southampton, UK - 3 April 2025: Synairgen plc (LSE: SNG), the respiratory
company developing SNG001, an investigational formulation for inhalation
containing the broad-spectrum antiviral protein interferon beta, provides an
update post its recent General Meeting held on 28 March 2025.

At the General Meeting, shareholders approved the adoption of new articles of
association, which will be adopted when the Company re-registers as a private
limited company (the "New Articles").

The New Articles contain provisions (articles 32 to 38) which regulate how
share transfers shall be carried out following adoption, including:

·    a right of first refusal on transfers of shares which are not
Permitted Transfers (see below) and which comprise a transfer of more than
1,000,000 shares (or such other amount of the same nominal value following any
consolidation, sub-division, bonus issue or other changes in capital
structure) in aggregate by a single shareholder over the course of their
shareholding other than to TFG Asset Management UK LLP (the Company's majority
shareholder, which holds 86.9 per cent. of the issued share capital of the
Company) (articles 37 and 38 being the "Right of First Refusal"); and

 

·    that certain transfers of shares will be permitted and not be subject
to the Right of First Refusal, being transfers of up to 1,000,000 Shares (or
equivalent nominal value) in aggregate by shareholders and transfers to
certain connected persons carried out in accordance with articles 32 to 36
(inclusive) of the New Articles (articles 32 to 36 being the "Permitted
Transfers").

Further details regarding articles 32 to 38 are set out in the circular to
shareholders dated 11 March 2025.

Synairgen has subsequently reached an agreement with TFG Asset Management UK
that it will waive the rights provided to it in articles 32 to 38 (inclusive),
such that any transfers do not need to be made in accordance with those
articles and as such the Right of First Refusal and the Permitted Transfers
provisions shall not apply. This means that transfers of shares may be made in
excess of the 1,000,000 De Minimis Limit referred to in article 32.

TFG Asset Management UK has agreed to waive its rights under the Right of
First Refusal and provide its consent to any transfers that would otherwise be
restricted pursuant to articles 32 to 36 up until the date of any future
equity fundraise carried out by the Company.

Accordingly, the ordinary shares of the Company will remain freely
transferrable (in certificated form) up until such date.

In addition, and as announced on 28 March 2025, the Asset Match trading
facility will be in place for a minimum period of two years from cancellation
of admission of the ordinary shares to trading on AIM, i.e. up to 9 April
2027.

Shareholders who wish to be kept informed of the Company's progress as a
private company should subscribe for updates on the Company's website at
https://www.synairgen.com/investors/performance#email
(https://www.synairgen.com/investors/performance#email)

 

For further enquiries, please contact:

 Synairgen plc                                                         + 44 (0)23 8051 2800
 Media@synairgen.com (mailto:Media@synairgen.com)
 Cavendish Capital Markets Limited -                                   + 44 (0)20 7220 0500

Nominated Adviser, joint broker and sole bookrunner
 Geoff Nash/Camilla Hume/Trisyia Jamaludin
 ICR Healthcare (Financial Media and Investor Relations)               +44 (0)20 3709 5700
 Mary-Jane Elliott/Lucy Featherstone/Kris Lam
 synairgen@icrhealthcare.com (mailto:synairgen@icrhealthcare.com)

 

Notes for Editors

About Synairgen

Synairgen is a UK-based respiratory company focused on the development of
SNG001 (inhaled interferon beta) as potentially the first host-targeted,
broad-spectrum antiviral treatment delivered directly into the lungs for
severe viral lung infections.

Millions of people globally are hospitalised every year due to viral lung
infections and there are currently no approved antiviral therapies for the
majority of these patients. Synairgen is developing SNG001 to address this
need.

Synairgen is quoted on AIM (LSE: SNG). For more information about Synairgen,
please see www.synairgen.com (http://www.synairgen.com)

 

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