29 aug 25   eqtec plc - proposed capital reorganisation and notice of agm eqtec plc | eqt | 0.4 0 0.0% | mkt cap: 7.34m    rns number : 1286x eqtec plc 29 august 2025       29 august 2025   eqtec plc ("eqtec", the "company" or the "group")   proposed capital reorganisation and notice of annual general meeting   eqtec plc (aim: eqt), a leading licensor and innovator of syngas technology for clean conversion of the world's waste into sustainable energy and biofuels, to power the circular economy, announces the publication of a circular (the "circular") and that the annual general meeting of the company will be held at the offices of philip lee llp, connaught house, one burlington road, dublin 4, d04 c5y6, ireland at 12.00 noon on thursday, 25 september 2025 (the "agm").    in addition to the regular business of the agm, shareholders are also being asked to approve, at the agm, resolutions to effect a reduction in the nominal value of ordinary shares ("capital reorganisation").   the circular containing details of the proposed capital reorganisation, the notice of agm and associated form of proxy are today being sent to shareholders and are available on the company's website at www.eqtec.com, in addition to the annual report 2024 as previously announced.   all capitalised terms in this announcement are as defined in the circular, unless otherwise defined.   the circular is available for inspection on the company's website: www.eqtec.com   the expected timetable of principal events and the letter from the chairman, extracted from the circular, are set out further below.     enquiries    eqtec plc david palumbo    +44 20 3883 7009  strand hanson - nomad & financial adviser james harris / richard johnson    +44 20 7409 3494  global investment strategy uk ltd - broker  samantha esqulant    +44 20 7048 9045       expected timetable of principal events   date of circular and notice of agm   latest time and date for receipt of forms of proxy                                              29 august 2025       12.00 a.m. on 23 september 2025   annual general meeting   12.00 a.m. on 25 september 2025   announcement of the results of the annual general meeting                                            25 september 2025   record time and date for share capital reorganization                                    6.00 p.m. on 26 september 2025   admission effective and dealings commence in the new ordinary shares and credit of euroclear bank participant accounts and crest member accounts (where applicable)     8.00 a.m. (bst) on 29 september 2025     should the share sub-division be approved, the company's isin code for the new ordinary shares of €0.0001 the sedol code  and the tidm all will remain unchanged.   unless otherwise stated, all references in this document are to dublin time. the dates given are based on the directors expectations and may be subject to change. any change to the timetable will be notified to the london stock exchange and to the market via a regulatory announcement.       letter from the chairman of eqtec plc   proposed capital reorganisation and notice of annual general meeting     1. introduction the purpose of this document is to provide notice of the annual general meeting of the company to be held at the offices of philip lee llp, connaught house, one burlington road, dublin 4, d04 c5y6, ireland at 12.00 noon. on 25 september 2025 and details regarding the proposed capital reorganisation and explain why the board believes this is in the best interests of eqtec plc and its shareholders. the capital reorganisation is conditional on, among other things, the passing of the resolutions by shareholders at the agm. the formal notice of agm is set out at the end of this document and a form of proxy is also enclosed for you to complete, sign and return. the board considers that the capital reorganisation is in the best interests of the shareholders taken as a whole and unanimously recommends that shareholders vote in favour of the resolutions to be proposed at the annual general meeting. 2. background and reasons for the capital reorganisation the ordinary shares have for some time been trading on aim at a price below their nominal value of €0.01 per share. the issue of new shares by an irish company at a price below their nominal value is prohibited by irish company law and accordingly the ability of the company to raise funds by way of the issue of further equity has been inhibited. accordingly the directors are seeking shareholders' authority to implement the proposed reorganisation to create a differential between the nominal value of the ordinary shares and their market price to facilitate future share issues.   to give effect to the proposed reorganisation the articles will need to be amended to make changes to allow the creation of the 2025 deferred shares. these amendments will also require shareholders' approval at the general meeting.   details of the proposed reorganisation and the proposed amendments to the articles are set out below.   share capital reorganisation   as at 28 august 2025, being the latest practicable date prior to the publication of this document, the total issued ordinary share capital of the company was €6,406,571 divided into 640,657,138 existing ordinary shares.   it is proposed that, in relation to the company's share capital and to effect the reorganisation, each of the 640,657,138 existing ordinary shares will be subdivided and redesignated as one new ordinary share of €0.0001 each and one 2025 deferred share of €0.0099 each.   ordinary shares   as a result of the proposed reorganisation becoming effective, each shareholder's holding of new ordinary shares will equal the number of existing ordinary shares held by them on the record date. accordingly, each shareholder's proportionate interest in the company's issued ordinary share capital, and the aggregate value of their holding, will remain unchanged. the new ordinary shares will carry the same rights as the existing ordinary shares. the 2025 deferred shares will carry the rights and restrictions set out in the articles of association, as summarised below.   the last day of trading on aim in the existing ordinary shares is expected to be 25 september 2025.   if approved, following the proposed reorganisation becoming effective taking into account admission as set out above, and assuming no shares are issued between 28 august 2025 (being the latest practicable date prior to the printing of this document) and the date the proposed reorganisation becomes effective (expected to be 8.30 am 29 september 2025), the company's issued ordinary share capital will still comprise 640,657,138 new ordinary shares.   if the proposed reorganisation is approved, the new ordinary shares will be admitted to trading on aim on 29 september 2025.   shareholders who hold their existing ordinary shares in shares through the euroclear system or as crest depositary interests ("cdis") through the crest system, should expect to see the security description updated for the existing isin number ie000955maj1, in order to reflect their holding in new ordinary shares on 29 september 2025.   deferred shares   the 2025 deferred shares will be effectively valueless, as they carry no voting or dividend rights. holders of 2025 deferred shares will not be entitled to any payment on a return of capital or in the event of a winding-up of the company. the 2025 deferred shares will not be listed or traded on aim and will not be transferable except as permitted under the amended articles of association. no euroclear or crest accounts will be credited in respect of any entitlement to 2025 deferred shares.   changes to the articles in connection with the share capital reorganisation, the company also proposes to amend the existing articles of association to reflect the rights and restrictions attaching to the 2025 deferred shares, as described above. the resolution relating to the share capital reorganisation and the associated amendment of the articles will be proposed as a special resolution, numbered resolution 2. 3. annual general meeting set out at the end of this document is a notice convening the annual general meeting to be held on 25 september 2025 at 12.00 a.m. in the offices of  philip lee llp, connaught house, one burlington road, dublin 4, d04 c5y6, ireland at which the resolutions will be proposed. shareholders wishing to vote but who are unable to attend the annual general meeting in person, are urged to appoint the chairman of the meeting as their proxy, in accordance with the relevant instructions on the form of proxy, and to submit their form of proxy so as to be received as soon as possible and by no later than 12:00 a.m. on 23 september 2025. this will ensure that your vote will be counted even if you are unable to attend in person. 4. the resolutions resolution 1 the capital reorganisation, which involves the subdivision of each existing ordinary share and the redesignation of part of each share as a new class of deferred shares, requires the approval of shareholders by way of a special resolution. under the proposed reorganisation, each of the issued ordinary shares of €0.01 each will be subdivided and redesignated as one ordinary share of €0.0001 and one deferred d ordinary share of €0.0099 (the "2025 deferred share"), with the rights attaching to the 2025 deferred shares as set out in the new memorandum and articles of association referred to in resolution 2 below. in addition, each of the unissued ordinary shares of €0.01 each in the capital of the company will be subdivided into 100 ordinary shares of €0.0001 each. resolution 2 approval of shareholders is required by special resolution to adopt the proposed amendments to the memorandum and articles of association of the company, reflecting the subdivision of the ordinary share capital as set out in resolution 1 above. a copy of the amended memorandum and articles of association, marked to highlight the proposed changes, is available on the company's website at www.eqtec.com and may also be inspected at the company's registered office during business hours on any business day from the date of this agm notice up to and including the date of the agm. copies will also be available for inspection at the agm on 25 september 2025. resolution 2 is conditional on the passing of resolution 1. resolution 3 in resolution 3, the board asks that shareholders receive and consider the directors' report and the audited accounts for the financial year ended 31 december 2024 and a review of the affairs of the company. a copy of the 2024 annual report is available on the company's website at www.eqtec.com. resolution 4 the board asks that shareholders consider resolutions 4(a), 4(b) and 4(c), which are proposed as separate resolutions. resolutions 4(a) and (b) propose the re-election of directors ian pearson and tom quigley, who will retire by rotation and offer themselves for re-election in accordance with article 87(a) of the company's articles of association. resolution 4(c) proposes the re-election of brian cole as a director of the company, a director appointed during the period in accordance with article 90(b) of the company's articles of association. the board undertakes a formal annual evaluation of the performance of each of the directors and is satisfied that each director standing for re-appointment continues to make an effective and valuable contribution to the board and demonstrates commitment to the role. resolution 5 the board asks that shareholders consider resolution 5, which proposes that the company re-appoint grant thornton as auditors of the company to hold office until the conclusion of the next agm at which accounts are laid before the company and to authorise the directors to agree the remuneration of the auditors. this resolution also seeks to authorise the directors to fix the remuneration of the auditors for the 2025 financial year, ending 31 december 2025. resolution 6 approval of the shareholders is requested by way of an ordinary resolution, to authorise the directors to issue ordinary shares up to an aggregate nominal value equal to €4,500,000  (which, subsequent to implementation of the capital reorgainsation, shall be €45,000). this authority shall expire at the close of business on the date of the next agm of the company unless previously renewed, varied or revoked by the company. resolution 7 approval of shareholders is required by special resolution to authorise the directors' authority to disapply the statutory pre-emption provisions relating to the issue of new shares for cash up to the aggregate nominal value of €4,500,000 (which, subsequent to implementation of the capital reorgainsation, shall be €45,000). this authority shall expire at the close of business on the date of the next agm of the company unless previously renewed, varied or revoked by the company. 5. action to be taken by shareholders a form of proxy for use at the annual general meeting is enclosed. whether or not you intend to be present at the annual general meeting, you are requested to complete, sign and return the form of proxy in accordance with the instructions thereon. for shareholders whose name appears on the register of members of the company (i.e. those shareholders who hold their shares in book-entry form and who do not hold their interests in shares through the euroclear system or as crest depositary interests ("cdis") through the crest system), your proxy may be submitted by post, and returning it to the company's registrar link registrars limited at p.o. box 7117, dublin 2, ireland (if delivered by post) or at link registrars limited, suite 149, the capel building, mary's abbey, dublin 7, d07 dp79, ireland (if delivered by hand) so as to arrive no later than 12.00 noon on 23 september 2025. the return of the form of proxy will not prevent you from attending the annual general meeting and voting in person should you wish to do so. persons who hold their interests in ordinary shares as belgian law rights through the euroclear system or as cdis should consult with their custodian, stockbroker or other intermediary at the earliest opportunity for further information on the processes and timelines for submitting proxy votes for the agm through the respective systems. for voting services offered by custodians holding irish corporate securities directly with euroclear bank sa/nv ("euroclear bank"), please contact your custodian. to be effective, all proxy voting instructions (whether submitted directly or through the eb system or crest) together with any power of attorney or other authority under which it is executed, or a notarially certified copy thereof, must be received by the company's registrars, no later than 12.00 noon on 23 september 2025. however, persons holding through the eb system or crest will also need to comply with any additional voting deadlines imposed by the respective service offerings. all relevant persons are recommended to consult with their stockbroker or other intermediary at the earliest opportunity. 6. board recommendations the directors consider the resolutions proposed at the agm to be in the best interests of the company and its shareholders as a whole. accordingly, the directors unanimously recommend that shareholders vote in favour of each of the resolutions set out in this agm notice, as they intend to do in respect of their beneficial holdings. yours sincerely ian pearson  chairman   this information is provided by rns, the news service of the london stock exchange. rns is approved by the financial conduct authority to act as a primary information provider in the united kingdom. terms and conditions relating to the use and distribution of this information may apply. for further information, please contact rns@lseg.com or visit www.rns.com.  rns may use your ip address to confirm compliance with the terms and 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