22 June 2021
Urban Exposure Plc (the "Company")
Result of General Meeting, appointment of Joint Liquidators and Cancellation of Admission to trading on AIM
Urban Exposure Plc announces that at the General Meeting of the Company held at 10:00 a.m. today, all eight of the proposed Resolutions were passed, including resolutions to approve the cancellation of the admission of the Company's ordinary shares to trading on AIM and the implementation of a solvent members' voluntary liquidation of the Company.
Accordingly, Geoffrey Paul Rowley and David Frederick Shambrook, both of FRP Advisory Trading Limited, 2nd Floor, 110 Cannon Street, London, EC4N 6EU have been appointed as joint liquidators to effect the voluntary winding-up of the Company.
As contemplated in the Company's circular dated 21 May 2021 (the "Circular") and its announcement of the same date, suspension of trading in the Company's ordinary shares took place at 7.30 a.m. today in anticipation of the General Meeting meeting and, the admission of the Company's ordinary shares to trading on AIM will be cancelled at 7.00 a.m. tomorrow, 23 June 2021.
Further details of the Cancellation and the Liquidation are set out in the Circular, a copy off which is available from the Company's website at www.urbanexposureplc.com.
The results of the poll vote on each Resolution proposed at the General Meeting were as follows:
|
|
Votes for* |
% of votes cast |
Votes against |
% of votes cast |
Votes cast in total |
Total votes cast as a % of issued share capital |
Votes withheld** |
|
Special Resolutions |
|||||||
|
1. To approve the cancellation of the admission of the Company's ordinary shares to trading on AIM, and to authorise the directors of the Company to take all steps which they consider to be necessary or desirable in order to effect such cancellation. |
34,510,363 |
99.99% |
2,950 |
0.01% |
34,516,743 |
47.84% |
3,430 |
|
2. Conditional upon the passing of Resolution 1, to approve the voluntary winding-up of the Company
|
34,510,363 |
99.99% |
2,950 |
0.01% |
34,516,743 |
47.84% |
3,430 |
|
Ordinary Resolution |
|||||||
|
3. Conditional upon the passing of Resolution 2, to appoint Geoffrey Paul Rowley and David Frederick Shambrook, both of FRP Advisory Trading Limited, 2nd Floor, 110 Cannon Street, London, EC4N 6EU, as Joint Liquidators of the Company.
|
34,510,363 |
99.99% |
2,950 |
0.01% |
34,516,743 |
47.84% |
3,430 |
|
Special Resolution |
|||||||
|
4. Conditional upon the passing of Resolution 2, to authorise the Joint Liquidators to divide and distribute among the members of the Company all or part of the assets of the Company.
|
34,510,363 |
99.99% |
2,950 |
0.01% |
34,516,743 |
47.84% |
3,430 |
|
Ordinary Resolutions |
|||||||
|
5. Conditional upon the passing of Resolution 2, to authorise anything required or authorised to be done by the Joint Liquidators to be done by both or either of them. |
34,510,363 |
99.99% |
2,950 |
0.01% |
34,516,743 |
47.84% |
3,430 |
|
6. Conditional upon the passing of Resolution 2, to approve the remuneration of the Joint Liquidators, to be fixed at £120,000 plus VAT and disbursements, without further resolution of the shareholders. |
34,510,363 |
99.99% |
2,950 |
0.01% |
34,516,743 |
47.84% |
3,430 |
|
7. Conditional upon the passing of Resolution 2, to confirm that disbursements for any mileage an be recharged at the HMRC approved mileage rate prevailing at the time the mileage was incurred by the Joint Liquidators.
|
34,510,363 |
99.99% |
2,950 |
0.01% |
34,516,743 |
47.84% |
3,430 |
|
8. Conditional upon the passing of Resolution 2, to approve the holding of the Company's books and records by the Joint Liquidators and that they may not be destroyed until two years after the dissolution of the Company.
|
34,510,363 |
99.99% |
2,950 |
0.01% |
34,516,743 |
47.84% |
3,430 |
* "Votes for" includes those votes giving discretion to the Chairman
**A vote withheld is not a vote in law and is therefore not counted towards the proportion of votes "for" or "against" the special resolution.
The full text of each Resolution can be found in the Notice of General Meeting contained in the Circular.
All votes cast were proxy votes received in advance of the meeting. Accordingly, the proxy votes received by the Company are identical to the above.
As at 18 June 2021, the Company's issued share capital comprised 78,333,334 ordinary shares of 1 penny each. Each ordinary share carries the right to one vote at a general meeting of the Company. The Company has 6,177,379 ordinary shares in treasury and is not permitted to exercise voting rights in respect of these shares. Accordingly, the total number of voting rights in the Company as at 18 June 2021 entitling the holders to attend and vote for or against the Resolutions proposed at the General Meeting was 78,333,334.
Defined terms used in this announcement have the meanings given in the Circular unless the context otherwise requires.
Enquiries:
FRP Advisory Trading Limited
Geoffrey Rowley Tel: +44(0)20 3005 4000
Simon Baggs
Urban Exposure plc Tel: +44(0)207 408 0022
Sam Dobbyn, Chief Executive Officer
Liberum Tel: +44(0)203 100 2000
Neil Patel
Richard Bootle