Notice of Requisitioned General Meeting

More Acquisitions PLC

03 November 2023

 

3 November 2023

More Acquisitions plc

("More" or the "Company")

Requisitioned General Meeting

On 17 October 2023, the Company received a requisition letter (the "Requisition Letter") from Mike Whitlow (the "Requisitioner"), who holds approximately 6.48% of the Company's issued share capital, pursuant to section 303 of the Companies Act 2006, requiring that the Company's board of directors (the "Board") convene a general meeting of shareholders for the purposes of considering the following ordinary resolutions (the "Resolutions") which, taken together, remove the entire current Board and replaces them with two new directors of the Requisitioner's own choosing:

1.      that Nicholas Tulloch be appointed as a director of the Company with immediate effect;

2.      that Jeremy Woodgate be appointed as a director of the Company with immediate effect;

3.      that conditional on the passing of either Resolution 1 or 2, Roderick McIllree be removed from office as a director of the Company with immediate effect; and

4.      that conditional on the passing of both Resolutions 1 and 2, Charles Goodfellow be removed from office as a director of the Company with immediate effect.

Accordingly, the Board is today posting a circular to shareholders (the "Circular") convening the requisitioned General Meeting for shareholders which is to be held at 8th Floor, The Broadgate Tower, 20 Primrose Street, London, EC2A 2EW at 10:30 a.m. (GMT) on 1 December 2023.

The board unanimously recommends shareholders VOTE AGAINST ALL Resolutions.

Extracts from the Circular are available below. A copy of the Circular and Notice will shortly be available to view at http://www.moreacquisitions.co.uk/

Capitalised terms used herein but not otherwise defined shall have the same meaning given to them in the Circular being posted to shareholders today.

More Acquisitions Executive Director, Roderick McIllree Said;

"This is an important vote and shareholders should consider their options carefully. This is nothing more than a cynical attempt during difficult market conditions by a small number of individuals to take control of your company without providing any benefit to you.

We are confident that we have sufficient votes to prevent the Resolutions from being passed, and this is nothing more than an expensive distraction for the current directors, however the process must be allowed to proceed.

The current directors have been working on several options for the Company that were progressing well, however these activities have had to be placed on hold pending the results of this meeting. Once the meeting has been concluded we intend to progress the negotiations once more."

For further information, please contact:

More Acquisitions plc

Rod McIllree/ Charles Goodfellow

Peterhouse Capital Limited

[phone]

Corporate Adviser

Narisha Ragoonanthun/ Guy Miller/ Brefo Gyasi

LETTER FROM THE CHAIRMAN

MORE ACQUISITIONS PLC

Directors:                                                                                                                                                                Registered office:

Roderick Claude McIllree                                                                                                                                                     3^rd Floor

Charles Edouard Goodfellow.                                                                                                              80 Cheapside         London

EC2V 6EE

3 November 2023

NOTICE OF REQUISITIONED GENERAL MEETING

The Board recommends Shareholders VOTE AGAINST ALL THE RESOLUTIONS at the General Meeting

1.    Introduction

As announced by the Company on 3 November 2023, the Company received the Requisition Letter from Mike Whitlow.  The Requisitioning Shareholder is the holder of 8,100,000 Ordinary Shares in the capital of the Company, representing approximately 6.48 per cent. of the issued ordinary share capital and voting rights of the Company as at the date of the Requisition Letter.

The Requisition Letter requires the Board to call a general meeting in accordance with section 303 of the Companies Act for the purpose of considering the Resolutions.  The Resolutions to be tabled at the General Meeting concern a proposal to remove the Existing Directors and to appoint the Proposed Directors. 

The Requisition Letter included the Statement, which the Board is required to circulate to Shareholders in accordance with section 314 of the Companies Act.  The Statement is set out in Appendix 1 at the end of this document.    The Board has not taken steps to verify the accuracy of the Statement and does not in any way support the statements contained in the Statement. 

The purpose of this letter is to provide Shareholders with details of the Resolutions, and for the Board to unanimously recommend that you VOTE AGAINST ALL the Resolutions and to not abstain from voting. 

2.    General Meeting

Your attention is drawn to the notice convening the General Meeting of the Company, set out at the end of this document, to be held at 10:30 a.m. on 1 December 2023.  At the General Meeting the following Resolutions will each be proposed as ordinary resolutions.

Resolution 1:  proposed appointment of Nicholas Tulloch

That Nicholas Tulloch be appointed as a director of the Company with immediate effect.  A brief biography for Mr Tulloch is set out at Appendix 1. 

Resolution 2: Proposed appointment of Jeremy Woodgate

That Jeremy Woodgate be appointed as a director of the Company with immediate effect.  A brief biography for Mr Woodgate is set out at Appendix 1. 

Resolution 3: proposed removal of Roderick McIllree

That conditional on the passing of either Resolution 1 or 2, Roderick McIllree be removed from office as a director of the Company with immediate effect.

Resolution 4: proposed removal of Charles Goodfellow

That conditional on the passing of both Resolutions 1 and 2, Charles Goodfellow be removed from office as a director of the Company with immediate effect.

3.    Action to be taken by Shareholders

Shareholders will find enclosed with this letter a Form of Proxy for use at the General Meeting. The Form of Proxy should be completed and returned in accordance with the instructions printed on it so as to arrive with the Registrar, at the following address: 3 The Millennium Centre, Crosby Way, Farnham, Surrey GU9 7XX as soon as possible and in any event not later than 10:30 a.m. (GMT) on 29 November 2023.

Shareholders who hold their shares through CREST and who wish to appoint a proxy for the General Meeting or any adjournment(s) thereof may do so by using the CREST proxy voting service in accordance with the procedures set out in the CREST manual. CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider, should refer to that CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf. Proxies submitted via CREST must be received by the Registrar by no later than 10:30 a.m. (GMT) on 29 November 2023.

4.    Recommendation

The Board recommends Shareholders VOTE AGAINST ALL Resolutions tabled at the General Meeting.  For the reasons noted above, the Board unanimously consider that the Resolutions are not in the best interests of the Company. The Directors will be voting against the Resolutions in respect of their own beneficial holdings. The Directors hold 19,750,000 Ordinary Shares in aggregate, representing approximately 15.79% of the issued share capital of the Company as at the Last Practicable Date. The Board therefore strongly recommends that Shareholders VOTE AGAINST ALL the Resolutions being proposed at the General Meeting.

Yours faithfully

Roderick McIllree

Executive Director

 

END