Synairgen plc

('Synairgen' or the 'Company')

Result of General Meeting, Cancellation and Re-registration

Southampton, UK - 28 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 that, at the General Meeting held earlier today, both resolutions as set out in the Circular dated 11 March 2025, were duly passed by shareholders on a poll.

A summary of the votes received for the General Meeting will be made available shortly on the Company's website at https://www.synairgen.com/investors/aim-rule-26.

The full text of the resolutions proposed and passed at the General Meeting can be found in the circular containing, inter alia, the Notice of General Meeting, which was published and posted to Shareholders on 11 March 2025 and is available on the Company's website https://www.synairgen.com/investors/aim-rule-26  (the "Circular").

In accordance with the passing of Resolution 2, the Company will re-register as a private limited company with the name Synairgen Limited and adopt the new articles of association with effect from such re-registration.

The expected timetable of principal events is as follows:

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 operate for a minimum of 2 years from Cancellation and 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 (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 [email protected].

Shareholders may contact Asset Match in relation to any queries regarding trading via the Secondary Market Trading Facility by emailing [email protected].

The Secondary Market Trading Facility will operate for a minimum of 2 years after Cancellation. The Directors will periodically review the use of the facility after the initial 2 years, and Shareholders should note that it could be withdrawn after this period 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, 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.

Defined terms used in this announcement have the meaning ascribed to them in the Circular.  

For further enquiries, please contact:

Notes for Editors

About Synairgen

Synairgen is a UK-based respiratory company focused on 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 currently quoted on AIM (LSE: SNG). For more information about Synairgen, please see www.synairgen.com