TIDMUEX
RNS Number : 7091C
Urban Exposure PLC
22 June 2021
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 Votes against % of votes Votes cast in Total votes Votes
cast cast total cast as a % withheld**
of issued
share
capital
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
GBP120,000
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
UrbanExposure@liberum.com
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END
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