SNG Synairgen Plc

Synairgen plc

('Synairgen' or the 'Company')

Proposed cancellation of admission of Ordinary Shares to trading on AIM

Re-registration as a private limited company

Adoption of New Articles of Association

and

Notice of General Meeting

Southampton, UK - 11 March 2025: Synairgen plc (LSE: SNG), the respiratory company developing SNG001, an investigational formulation for inhalation containing the broad-spectrum antiviral protein interferon beta, announces the proposed cancellation of admission to trading on AIM of its ordinary shares of £0.01 each ("Ordinary Shares") (the "Cancellation"), the adoption of new articles of association (the "New Articles") and re-registration as a private limited company (together, the "Proposals").

As detailed in the Company's announcement on 20 December 2024, the Company intended to seek a cancellation from the trading of its Ordinary Shares on AIM if the Minimum Fundraising Condition of £2.9 million was not met, in addition to the subscription of £18 million from TFG Asset Management UK LLP ("TFG"). As announced on 15 January 2025, although approximately £2.2 million of commitments were received, it did not meet the Minimum Fundraising Condition and thus the Company is proceeding with the Cancellation. The Board believes that the Cancellation is in the best interests of the Company and its Shareholders as a whole. Further details of the background and reasons for the Proposals are set out in Appendix 1 to this announcement.

The Proposals are subject to Shareholder approval and accordingly, a circular will be sent to Shareholders and will be made available on the Company's website today, setting out the background to and reasons for the Proposals (the "Circular") and which will contain a notice convening a general meeting (the "General Meeting") at which Shareholders will be invited to consider and, if thought fit, approve the resolutions to implement the Proposals. Extracts of the Circular can be found in Appendix 1 to this announcement.

To be passed, Resolution 1 (the "Cancellation Resolution") requires, pursuant to AIM Rule 41 of the AIM Rules, the consent of not less than 75 per cent. of votes cast by the Company's shareholders at the General Meeting. Resolution 2, to approve the adoption of the New Articles and to re-register the Company as a private company, is a special resolution and as such also requires a vote of not less than 75 per cent. of Shareholders who vote in person or by proxy at the General Meeting. Resolution 2 is conditional upon the passing of Resolution 1, but Resolution 1 is not conditional on the passing of Resolution 2. It should be noted that TFG owns 86.9 per cent. of the Ordinary Share Capital and has indicated its intention to vote "for" both resolutions.

The General Meeting will be held at the offices of Fieldfisher LLP, Riverbank House, 2 Swan Lane, London EC4R 3TT on 28 March 2025 at 10:30 a.m.

To facilitate future Shareholder transactions in the Ordinary Shares, conditional upon the Cancellation Resolution being passed, Asset Match Limited has been appointed to provide a Secondary Market Trading Facility, which will operate for a minimum of twelve months after cancellation. Asset Match, a firm authorised and regulated by the FCA (FRN 579310), will operate an electronic off-market dealing facility in the Ordinary Shares. This facility will allow existing shareholders of the Company and new investors to trade the Ordinary Shares by matching buyers and sellers through periodic auctions.

The principal effect of re-registration and adoption of the New Articles on shareholders can be found in Part 2 of the Circular. A copy of the Circular and the New Articles (marked up to show the changes proposed to the Current Articles) will be made available later today on the Company's website at https://www.synairgen.com/investors.

Expected timetable of principal events⁽¹⁾

¹All times are references to London times. Each of the above times and dates is based on the Company's expectations as at the date of this announcement. If any of the above times and/or dates change, the revised times and/or dates will be notified to Shareholders by an announcement through a Regulatory Information Service

Unless otherwise stated, capitalised terms in this announcement have the meanings ascribed to them in Appendix II of this announcement.

Enquires:

Appendix 1 - Extracts from the Circular to Shareholders

Letter from the Chair

1.       Introduction

Further to the announcements made by the Company on 20 December 2024 and 15 January and as a result of the Minimum Fundraising Condition not having been met, the Board announces that the Company intends to seek Shareholder approval for the cancellation of the Company's Ordinary Shares to trading on AIM.

Pursuant to Rule 41 of the AIM Rules, the Company (through its nominated adviser, Cavendish Capital Markets Limited) has notified the London Stock Exchange of the date of the proposed Cancellation.

The Directors have also concluded that it is in the best interests of the Company and its Shareholders as a whole for it to be re-registered as a private company and adopt the New Articles following the Cancellation. The Re-registration and adoption of New Articles are conditional upon the Cancellation becoming effective and the approval of not less than 75 per cent. of the votes cast by Shareholders (whether present in person or by proxy) at the General Meeting, notice of which is set out at Part 3 of the Circular.

Accordingly, the Company is seeking Shareholder approval for the Cancellation and, subject to Cancellation occurring, Re-registration and adoption of the New Articles, at the General Meeting. The General Meeting has been convened for 10.30 a.m. on 28 March 2025 at the offices of Fieldfisher LLP, Riverbank House, 2 Swan Lane, London EC4R 3TT. If the Cancellation Resolution is passed at the General Meeting, it is anticipated that the Cancellation will become effective at 7.00 a.m. on 9 April 2025.

In addition, TFG Asset Management UK (on behalf of the Relevant Funds) has confirmed its intention to vote, or procure votes, in favour of the Resolutions representing 958 million Ordinary Shares, representing approximately 86.9 per cent. of the Ordinary Shares.

Accordingly, the Company has confirmations of intentions from Shareholders to vote in favour of the Cancellation Resolution by Shareholders representing approximately 86.9 per cent. of the Company's issued share capital as at 10 March 2025 (being the latest practicable date prior to publication of the Circular).

The purpose of the Circular is to seek Shareholder approval in respect of the Resolutions, to provide information on the background and reasons for the proposed Cancellation and the Re-registration and associated adoption of the New Articles, to explain the consequences of the Cancellation and the Re-registration and associated adoption of the New Articles and provide reasons why the Directors unanimously consider the Proposals to be in the best interests of the Company and its Shareholders as a whole.

Notice of the General Meeting is set out in Part 3 of the Circular.

2.       Background to and reasons for the Cancellation and Re-registration

On 20 December 2024, the Company announced that it had conditionally raised, in aggregate, a minimum of £18 million (before fees and expenses) through the Subscription by TFG Asset Management UK.

In addition to the Subscription, the Company sought to raise additional funding pursuant to the Non-Underwritten Fundraising. However, the Non-Underwritten Fundraising would not proceed if the Minimum Fundraising Condition (being that it raised at least £2.9 million for the Company) was not met. As announced on 15 January 2025, ultimately only c. £2.2 million was raised pursuant to the Non-Underwritten Fundraising.

In the event that the Minimum Fundraising Condition was not satisfied, the Company stated that the Company would seek a cancellation from the trading of its Ordinary Shares on AIM.

The Board believes that the Cancellation is in the best interests of the Company and its Shareholders as a whole. In reaching this conclusion the Board has considered the following key factors:

•        The Directors believe that one of the main benefits of a company's shares being admitted to trading on AIM is the potential to issue new shares to raise additional funds for the business. However, given the lack of support from the public markets for the Company's equity fundraising announced on 20 December 2024 (including from both institutional investors pursuant to the Placing and its existing shareholders pursuant to the Open Offer), the Directors have concluded that AIM does not provide an appropriate platform to raise such funds;

•        As a result of the Minimum Fundraising Condition not being met, TFG Asset Management UK holds c. 86.9 per cent. of the Company's issued share capital;

•        the Board believes that, as a private company, with the support of TFG Asset Management UK, the ability of the Company to raise capital to complete the INVENT trial subject to a positive interim analysis, and to fund future development plans, are enhanced; and

•        the Company estimates that it could save annualised costs of c. £500,000 within the 2025 financial year and savings of c. £650,000 per annum from 2026 financial year onwards, being incremental costs resulting from the Company being a public limited company admitted to trading on AIM - this includes fees payable to its professional advisers, including the nominated adviser and broker, AIM fees payable to the London Stock Exchange as well as incremental legal, insurance, accounting and auditing fees as well as the costs of a larger Board. There is also considerable time spent by the Board on dealing with the obligations associated with the Company being admitted to trading on the AIM market. These specific annualised costs are significant. The Board believes that these funds and the management time invested in the legal and regulatory burden associated with maintaining the Company's AIM quotation is disproportionate to the benefits that it brings to the Company and that the Company's resources could be better utilised for the benefit of the Company and its Shareholders.

Accordingly, the disadvantages associated with maintaining the AIM trading facility are considered by the Directors to be disproportionately high when compared to the benefits of being listed on AIM, even though the absolute costs have been, so far as reasonably possible, controlled and minimised by the Company. Accordingly and following careful consideration, the Directors believe that it is in the best interests of the Company and Shareholders as a whole to seek the proposed Cancellation at the earliest opportunity.

3.       Current trading and prospects

The Company spent much of 2024 preparing for its Clinical Trial to investigate SNG001 in mechanically ventilated patients infected with a range of respiratory viruses. This has included collaboration with leading respiratory and intensive care experts to characterise the clinical need, confirm commercial viability, design the Clinical Trial, assess feasibility of Clinical Trial delivery, and working with external parties on technologies that will be used in the Clinical Trial.

The £18 million gross proceeds from the Subscription will be used to fund external and internal trial costs to the interim analysis and drug manufacturing and stability testing for Synairgen's Phase 2 INVENT trial (formerly known as trial number SG021) investigating SNG001 in mechanically ventilated patients with confirmed respiratory viral infections. Plans are underway to start the study in the coming months.

4.       Principal effects of the Cancellation

The Directors are aware that certain Shareholders may be unable or unwilling to hold Ordinary Shares in the event that the Cancellation is approved and becomes effective. Such Shareholders should consider selling their interests in Ordinary Shares in the market prior to the Cancellation becoming effective.

The principal effects of the Cancellation will include the following:

•        Shareholders will no longer be able to buy and sell Ordinary Shares through a public stock market;

•        the liquidity and marketability of the Ordinary Shares will, in the future, be even more constrained than at present and the value of such shares may be adversely affected as a consequence;

•        on adoption of the New Articles, TFG Asset Management UK will have certain rights including:

•        except for certain permitted transfers, a right of first refusal on any transfers of shares of more than 1,000,000 (or such equivalent amount in nominal value following any consolidation, subdivision, bonus issue or similar change in capital structure) in aggregate by a single shareholder during the course of their shareholding and 5 Business Days to take up such right on any such transfers; and

•        the ability to drag shareholders where a "Qualifying Offer" (as defined in the New Articles) is made for the entire issued share capital of the Company which is open for at least 21 days and TFG Asset Management UK (for so long as it holds a majority of the shares in the Company) wishes to accept such offer, then upon service of the relevant notice by TFG Assert Management UK on the remaining members, all other shareholders shall be required to sell their shares on the same terms and conditions to the third party offeror and at the same price as TFG Asset Management UK.

•        Shareholders will no longer be able to hold their shares in uncertificated form (i.e. in CREST) and instead will be issued share certificates in respect of their holdings.

•        the Ordinary Shares may be more difficult to sell compared to shares of companies traded on AIM (or any other recognised market or trading exchange);

•        in the absence of a formal market and quote, it may be difficult for Shareholders to determine the market value of their investment in the Company at any given time;

•        the Company will no longer be required to announce material events or full year or interim results through a regulatory news service, although the Company may continue to release important news through its website;

•        the regulatory and financial reporting regime applicable to companies whose shares are admitted to trading on AIM will no longer apply;

•        Shareholders will no longer be afforded the protections given by the AIM Rules, such as the requirement to be notified of price sensitive information or certain events and the requirement that the Company seek shareholder approval for certain corporate actions, where applicable, including substantial transactions, reverse takeovers, related party transactions and fundamental changes in the Company's business, including certain acquisitions and disposals;

•        the levels of disclosure and corporate governance within the Company may not be as stringent as for a company quoted on AIM;

•        the Company will no longer be subject to UK MAR regulating inside information and other matters;

•        the Company will no longer be required to publicly disclose any change in major shareholdings in the Company under the Disclosure, Guidance and Transparency Rules;

•        the Company will no longer be required to have an independent nominated adviser and broker;

•        stamp duty will be due on transfers of shares and agreements to transfer shares unless a relevant exemption or relief applies to a particular transfer; and

•        the Cancellation and Re-registration may have personal taxation consequences for Shareholders. Shareholders who are in any doubt about their tax position should consult their own professional independent tax adviser.

The above considerations are not exhaustive, and Shareholders should seek their own independent advice when assessing the likely impact of the Cancellation on them.

For the avoidance of doubt, the Company will remain registered with the Registrar of Companies in England and Wales in accordance with and, subject to the Companies Act, notwithstanding the Cancellation and Re-registration.

The Company currently intends to continue to provide certain facilities and services to Shareholders that they currently enjoy as shareholders of an AIM company. The Company will:

•        continue to communicate information about the Company (including publishing its annual accounts on its website) to its Shareholders, as required by the Companies Act; and

•        implement the Secondary Market Trading Facility which would facilitate trading in the Ordinary Shares via periodic auctions following Cancellation.

Cancellation Process

Under Rule 41 of the AIM Rules, it is a requirement that the Cancellation must be approved by not less than 75 per cent. of votes cast by Shareholders at a general meeting. In addition, any AIM quoted company that wishes for the London Stock Exchange to cancel the admission of its shares to trading on AIM is required to notify shareholders and to separately inform the London Stock Exchange of its preferred cancellation date at least 20 Business Days prior to such date.

Accordingly, the Board is sending a notice of meeting to Shareholders to convene a General Meeting to vote on the Cancellation Resolution and has notified the London Stock Exchange of the Company's intentions, subject to the Cancellation Resolution being passed at the General Meeting, to cancel the Company's admission of the Ordinary Shares to trading on AIM on 9 April 2025. The Cancellation will not take effect until at least five clear Business Days have passed following the passing of the Cancellation Resolution and a dealing notice has been issued by the London Stock Exchange.

If the Cancellation Resolution is passed at the General Meeting, it is expected that the last day of trading in Ordinary Shares on AIM will be 8 April 2025 and that the Cancellation will take effect at 7.00 a.m. on 9 April 2025.

Following the Cancellation, there will be no market facility for dealing in the Ordinary Shares (save in respect of the Secondary Market Trading Facility described below, which will provide a limited mechanism to facilitate the trading of Ordinary Shares off-market), no price will be publicly quoted for the Ordinary Shares and the transfer of Ordinary Shares will be subject to the provisions of the New Articles.

Upon the Cancellation becoming effective, the Company proposes to adopt corporate governance practices and the New Articles which are suitable for an unlisted company. A summary of the principal differences between the Current Articles and the proposed New Articles (marked up to show the changes proposed to the Current Articles) is included in Part 2 of the Circular. A copy of the New Articles is included with the Circular and can also be viewed at https://www.synairgen.com/investors/aim-rule-26.

The Board intends to retain the Company's Audit, Remuneration and Nomination Committees following the Cancellation.

5.       Transactions in the Ordinary Shares prior to and post the proposed Cancellation

5.1.      Prior to Cancellation

Shareholders should note that they are able to continue trading in the Ordinary Shares on AIM prior to Cancellation.

5.2.      Dealing and settlement arrangements

The Directors are aware that certain Shareholders may wish to acquire or dispose of Ordinary Shares in the Company following the Cancellation.

The Company has therefore appointed Asset Match to facilitate trading in the Ordinary Shares following Cancellation. Asset Match, a firm authorised and regulated by the Financial Conduct Authority (FRN 579310), will operate an electronic off-market dealing facility for the Ordinary Shares. This facility will allow existing Shareholders and new investors to trade Ordinary Shares by matching buyers and sellers through periodic auctions.

The Asset Match trading facility operates under its own code of practice which governs the behaviour of participants and the running of periodic auctions. Asset Match operates an open auction system where volumes of bids and offers at different prices are displayed on its website together with the closing date of the auction. At the end of each auction period Asset Match passes this information through a non-discretionary algorithm that determines a "market-derived" share price based on supply and demand and allocates transactions accordingly. Bids and offers may be made and withdrawn at any time before the closing date of each auction.

The New Articles, when adopted, grant TFG Asset Management UK a "right of first refusal" on any transfers of shares of more than 1,000,000 in aggregate (or the equivalent amount in nominal value following any sub-division, consolidation, bonus issue or other change in capital structure) by a single shareholder during the course of their shareholding except in respect of certain permitted transfers. This means that in the event a Shareholder has already sold shares up to this limit and, wishing to sell more, finds a willing buyer to buy such shares on Asset Match (or otherwise) at an agreed price, TFG Asset Management UK shall have 5 Business Days to take up its right to acquire such shares at such price instead of the willing buyer. If TFG Asset Management UK takes up its right, the seller shall sell its shares to TFG Asset Management UK at the agreed price, rather than to the buyer. After 5 Business Days, if TFG Asset Management UK has not taken up its right, the seller can sell the shares to the buyer in question on Asset Match. Transfers by members selling up to 1,000,000 shares in aggregate (in one or a series of transactions during the course of their shareholding) will not be subject to this right of first refusal and may be sold to a willing buyer without recourse to TFG Asset Management UK.

On account of this "right of first refusal" the shares are no longer able to be held in uncertificated form in CREST. Accordingly, the Registrars will despatch definitive share certificates to Shareholders shortly after the Resolutions have been passed (and in any event by no later than 23 April 2025.) If you have not received your share certificate by 30 April 2025, please contact the Registrars at shareholderenquiries@cm.mpms.mufg.com.

Shareholders may contact Asset Match in relation to any queries regarding trading via the Secondary Market Trading Facility by emailing dealing@assetmatch.com.

The Secondary Market Trading Facility will operate for a minimum of twelve months after Cancellation. The Directors will periodically review the use of the facility after the initial twelve months, and Shareholders should note that it could be withdrawn and therefore inhibit the ability to trade the Ordinary Shares. Further details will be communicated to the Shareholders at the relevant time.

If Shareholders wish to buy or sell Ordinary Shares on AIM, they must do so prior to the Cancellation becoming effective. As noted above, in the event that Shareholders approve the Cancellation, it is anticipated that the last day of dealings in Ordinary Shares on AIM will be 8 April 2025 and that the effective date of the Cancellation will be 9 April 2025 at 7.00 a.m.

Please see paragraph 4 of Part 2 of the Circular which sets out some important provisions in the New Articles which affect transfers of Shares once the Company is re-registered as a private company

6.       Re-registration

Following the Cancellation, the Directors believe that the requirements and associated costs of the Company maintaining its public company status will be difficult to justify and that the Company will benefit from the more flexible requirements and lower costs associated with private company status. It is therefore proposed to re-register the Company as a private company limited by shares. In connection with the Re-registration, it is proposed that the New Articles be adopted to reflect the change in the Company's status to a private company. The principal effects of the Re-registration and the adoption of the New Articles on the rights and obligations of Shareholders and the Company are summarised in Part 2 of the Circular.

An application will be made to the Registrar of Companies for the Company to be re-registered as a private company limited by shares. Re-registration will take effect when the Registrar of Companies issues a certificate of incorporation on Re-registration.

7.       Takeover Code

The Takeover Code (the "Code") applies to any company which has its registered offices in the UK, the Channel Islands or the Isle of Man if any of its equity share capital or other transferable securities carrying voting rights are admitted to trading on a UK regulated market or a UK multilateral trading facility or on a stock exchange in the Channel Islands or the Isle of Man. The Code therefore applies to the Company as its securities are admitted to trading on AIM, which is a UK multilateral trading facility.

The Code also applies to any company which has its registered office in the UK, the Channel Islands or the Isle of Man if any of its securities were admitted to trading on a UK regulated market, a UK multilateral trading facility, or a stock exchange in the Channel Islands or the Isle of Man at any time during the preceding two years.

Accordingly, if the Cancellation is approved by Shareholders at the General Meeting and becomes effective, the Code will continue to apply to the Company for a period of two years after the Cancellation, following which the Code will cease to apply to the Company.

While the Code continues to apply to the Company, a mandatory cash offer will be required to be made if either

(a)     any person (other than TFG Asset Management UK) acquires an interest in shares which (taken together with the shares in which the person or persons acting in concert with it are interested) carry 30 per cent. or more of the voting rights of the company; or

(b)     a person (other than TFG Asset Management UK), together with persons acting in concert with that person, is interested in shares which in the aggregate carry not less than 30 per cent. of the voting rights of a company but does not hold shares carrying more than 50 per cent. of such voting rights and such person, or any person acting in concert with that person, acquires an interest in any other shares which increases the percentage of shares carrying voting rights in which that person is interested.

Brief details of the Takeover Panel, and the of the protections afforded by the Code, are set out in Appendix A of the Circular.

The Code

The Code is issued and administered by the Panel. The Code currently applies to the Company and, accordingly, Shareholders are entitled to the protections afforded by the Code. The Code and the Panel operate principally to ensure that shareholders in an offeree company are treated fairly and are not denied an opportunity to decide on the merits of a takeover and that shareholders in the offeree company of the same class are afforded equivalent treatment by an offeror. The Code also provides an orderly framework within which takeovers are conducted. In addition, it is designed to promote, in conjunction with other regulatory regimes, the integrity of the financial markets. The Code is based upon a number of General Principles, which are essentially statements of standards of commercial behaviour. The General Principles apply to takeovers and other matters to which the Code applies. They are applied by the Panel in accordance with their spirit in order to achieve their underlying purpose. In addition to the General Principles, the Code contains a series of rules. Like the General Principles, the rules are to be interpreted to achieve their underlying purpose. Therefore, their spirit must be observed as well as their letter. The Panel may derogate or grant a waiver to a person from the application of a rule in certain circumstances. A summary of key points regarding the application of the Code to takeovers is set out in the Appendix.

8.       General Meeting

The General Meeting will be held at the offices of Fieldfisher LLP, Riverbank House, 2 Swan Lane, London EC4R 3TT at 10.30 a.m. on 28 March 2025.

Resolution 1 to be proposed at the General Meeting is a special resolution to approve the Cancellation.

Resolution 2 to be proposed at the General Meeting is a special resolution to re-register the Company as a private company and to approve the adoption by the Company of the New Articles.

Resolution 1 is not conditional on Resolution 2 being passed, but Resolution 2 is conditional on Resolution 1 being passed.

9.       Action to be taken in relation to the General Meeting

You will find accompanying the Circular a Form of Proxy for use at the General Meeting. Whether or not you intend to be present at the General Meeting, you are requested to complete the Form of Proxy in accordance with the instructions printed on it and to return it as soon as possible and in any case so as to be received by the Company's registrars, MUFG Corporate Markets at MUFG Corporate Markets, PXS 1, Central Square, 29 Wellington Street, Leeds LS1 4DL no later than 10.30 a.m. on 26 March 2025.

If you hold your Existing Ordinary Shares in uncertificated form in CREST, you may vote using the CREST Proxy Voting service in accordance with the procedures set out in the CREST Manual. Further details are also set out in the notes accompanying the Notice of General Meeting at the end of the Circular. Proxies submitted via CREST must be received by MUFG Corporate Markets (CREST ID RA10) by no later than 10.30 a.m. on 26 March 2025 (or, if the General Meeting is adjourned, 48 hours (excluding any part of a day that is not a working day) before the time fixed for the adjourned meeting). If you are an institutional investor, you may also be able to appoint a proxy electronically via the Proxymity platform in accordance with the procedures set out in the notes to the Notice of General Meeting. Shareholders can also vote electronically via the Investor Centre app or via the web browser at uk.investorcentre.mpms.mufg.com. The return of the Form of Proxy or transmission of a CREST Proxy Instruction or the appointment of a proxy via Proxymity or other electronic vote will not prevent you from attending the meeting and voting in person if you wish.

10.     Recommendation

The Directors consider that the Proposals are in the best interests of the Company and its Shareholders as a whole and, therefore, unanimously recommend that you vote in favour of the Resolutions at the General Meeting as each of the Directors intends to vote, or procure the vote, in respect of, in aggregate, 995,771 Ordinary Shares to which they or their connected persons are beneficially entitled.

Yours faithfully,

Mark Parry-Billings
Chairman

Appendix II

The following definitions apply throughout this Announcement, unless stated otherwise:

END

Notes for Editors

About Synairgen

Synairgen is a UK-based respiratory company focused on drug discovery and 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