Redomiciliation to Singapore approved by Verde’s shareholders
Jul 14, 2022
BELO HORIZONTE, BRAZIL, July 14, 2021 – Verde AgriTech Plc (TSX: “NPK”) (OTCQB: “AMHPF”) (the “Company” or “Old Verde”) is pleased to announce the results of the Special Court Meeting (“Court Meeting”) and a General Meeting of Shareholders (“General Meeting”) held on Thursday, July 14, 2022, in London, United Kingdom, where its shareholders approved all items in both meetings.
The scheme of arrangement proposed in the circular the Company filed on SEDAR on June 14, 2022, (the “Circular” or “Scheme Document”) [1] (the “Scheme” or “Scheme of Arrangement”) was approved and the directors of the Company were authorized to take all such actions as they consider necessary or appropriate for carrying the Scheme into effect. The matters related to the proposed Scheme of arrangement were also approved.
The voting results in relation to the Court Meeting and the General Meeting were as follows:
| Meeting | Item Voted Upon | Voting Result |
Special Court Meeting
|
Proposed Scheme of Arrangement
|
* The resolution was duly passed by way of a poll. The detailed voting results as follows:
| Votes For | Votes Against | | 99.496% | 0.504% |
|
General Meeting
|
Matters Related to the Proposed Scheme of Arrangement:
| * The resolutions were duly passed by way of a poll. The detailed voting results as follows:
| Votes For | Votes Against | | 99.456% | 0.544% |
|
The proxy votes in relation to the Court Meeting and the General Meeting are detailed in the following table:
| Meeting | Number of Scheme Shares [2] voted | Percentage of Scheme Shares voted | Number of Scheme Shareholders [3] who voted | | Special Court Meeting | 20,429,300 | 38.847% | 107 | | General Meeting | 19,365,334 | 36.824% | 91 |
Next Steps and expected timetable of eventsCompletion of the Scheme Proposal [4] remains subject to the satisfaction or waiver of the other Conditions [5] set out in the Circular. Verde still requires the UK Court’s sanction of the Scheme in a hearing (the “Scheme Court Hearing”), which is expected to take place on July 21, 2022. The dates and times in the detailed timetable as set out in the Circular remain unchanged. Subject to the Conditions, the Scheme is expected to become effective on July 22, 2022.
Old Verde’ shares will be exchanged for shares in a new Singaporean company (“New Verde”) on a one-for-one basis. Following the share exchange, New Verde will become the sole parent company of the Group. There will be no changes to the respective shareholdings of each Verde shareholder. Verde’s listing on the Toronto Stock Exchange (“TSX”) will be replaced with New Verde’s listing on the TSX, again with no impact on Verde shareholders.
It is expected that the last day of trading in Old Verde Shares will be Friday, July 22, 2022, and trading in New Verde will commence on the opening of trading, on Monday, July 25, 2022. The current trading symbols will not change. The New Verde Shares will trade on the TSX in Canada under the symbol “NPK” and the New Your Open Transparent Connect Venture Market (“OTCQB”) under the symbol “AMHPF”.
GeneralNote that capitalised terms used in this announcement, but not defined, have the same meaning as in the Scheme Document.
For further information, please consult the Circular filed on SEDAR by the Company on June 14, 2022: investor.verde.ag
investor.verde.ag |
