Cleantech Building Materials: Notice of General Meeting – Supplementary Information

1 September 2023

CLEANTECH BUILDING MATERIALS PLC, NASDAQ FIRST NORTH GROWTH MARKET, COPENHAGEN

TICKER:  CBM
ISIN: GBOOBD1LVD21

CLEANTECH BUILDING MATERIALS PLC

Notice of General Meeting – Supplementary Information

On 14 August 2023, Cleantech Building Materials plc (“CBM” or the “Company”) announced that a General Meeting of the Company (“GM”) will be held on Thursday 7 September 2023.

The CBM Board has been reviewing its running costs and has determined that the cost of maintaining the Nasdaq First North Growth Market Listing is no longer justified, given the limited liquidity available to shareholders.

One of the resolutions to be considered by the GM is seeking shareholder approval for the Directors to make application to Nasdaq Copenhagen A/S for the shares of the Company to be de-listed from trading on Nasdaq First North Growth Market Denmark (“Nasdaq”).

The Directors wish to provide shareholders with some additional information concerning this resolution and the consequences of its approval.

In accordance with the Rules of Nasdaq First North Growth Market, two thirds of the votes cast at the GM must be in favour of the resolution for de-listing, in order for the approval to be effective. Once approved by the required majority of shareholders, the Directors will make formal application to Nasdaq Copenhagen A/S for the listing of the Company’s shares to be terminated. The delisting is subject to Nasdaq’s approval of that application. Once approved by Nasdaq, there will be a period of 10 weeks in which the Company’s shares will continue to trade on Nasdaq, following which the delisting will be completed.

As previously noted, once the delisting is completed, the shares in the Company will no longer be quoted on a public market; however, the Company will put in place a mechanism to allow shareholders to buy and sell shares in the Company on a matched bargain basis.

Shareholders should note that, once delisted, the Company will cease to be subject to the Market Abuse Regulation and will also no longer have to comply with the information disclosure requirements of Nasdaq. The Company will continue to be governed by the UK Companies Act and its Articles of Association which provide for annual financial reporting to shareholders as well as regulation for the protection of minority shareholders. The Company also intends to maintain its current non-executive Board members, thus providing independent oversight of management.

Shareholders should also note that the delisting of shares on Nasdaq may have taxation consequences for them, and are advised to take advice if concerned about this. If shareholders choose to trade their shares before the delisting, then again, they should take their own advice.  

THE DIRECTORS OF CLEANTECH BUILDING MATERIALS PLC ACCEPT RESPONSIBILITY FOR THE CONTENTS OF THIS ANNOUNCEMENT.

Further Enquiries:

The information communicated in this announcement is disclosed in compliance with the Nasdaq First North Growth Market Rulebook.