The Options carry voting rights while live but unexercised.

Today, RemNOx reacquired irrevocable Options from a number of SulNOx ‘Shareholders of Record’ (the “Option Givers”), to purchase 24,000,000 Ordinary shares of SulNOx, representing 23.776% of the equity of SulNOx.

In the event all the Options were exercised, then together with RemNOx’s existing 6.01% of the SulNOx equity, RemNOx would own a total of 29.786% of the SulNOx equity.

It is not the intention of RemNOx to breach a maximum total of 29.9% of SulNOx equity, therefore in the event that RemNOx acquires more SulNOx equity from the public market while the Options are live, RemNOx would reduce pro-rata the number of the Options it would exercise or be authorised to vote. Thereby remaining at all times, below the threshold that would trigger a regulatory requirement to make a general bid for the remaining 70.1% of the SulNOx equity.

The Option’s Terms and Conditions are:

  • Exercisable on or before 29th September 2023 (the “Lapse Date”)
  • At a fixed strike Price of 30p per SulNOx share
  • Exercisable in part or in whole, at varying times until the Lapse Date
  • Exercise Rights transferrable to approved 3rd parties
  • While the Options remain unexercised, RemNOx have full voting rights on the optioned SulNOx shares until the Lapse Date
  • Recompense for the Option Givers for providing the SulNOx Options are discounted equity options in an unrelated group in which RemNOx is a significant investor. APG IT Group (“APG”). See: The Strike Price of APG options are at a 20% discount to the current market value of APG and under ‘Cashless’ terms and conditions, whereby; sufficient optioned APG shares will be placed with 3rd parties at the then prevailing market value at the time of exercise, thereby rendering any residue APG shares free of any consideration payment and thereby qualifying to be issued fully paid and ranking pari passu with all other APG equity.

Notwithstanding its interest in the SulNOx equity, RemNOx retains its current agreement with SulNOx and remains an ‘arm’s length’, independent sales organisation (“ISO”). It should be noted that the ownership of equity in SulNOx in no way gives RemNOx any reason to believe that it does, or should, give RemNOx any trading advantages or considerations not enjoyed by SulNOx’s other ISOs and Introducers.