26 March 2025
Oneiro Energy plc
("Oneiro" or the "Company")
Result of General Meeting
Oneiro Energy plc (LSE:ONE), the LSE-quoted company focussed on energy transition, is pleased to announce that at the Company's General Meeting held earlier today, all resolutions were duly passed. Accordingly, the Proposals set out in the Admission Document dated 6 March 2025 are now expected to complete on Thursday 3 April 2025, on admission of the Enlarged Share Capital to trading on AIM ("Admission").
Following the passing of the Resolutions at today's General Meeting, the Company's Ordinary Shares will be cancelled from the Official List and trading on the Main Market of the London Stock Exchange with effect from 8.00 a.m. on 3 April 2025. Trading in the Enlarged Share Capital on AIM is expected to commence at 8.00 a.m. on 3 April 2025.
Detailed results from the General Meeting
At the General Meeting all resolutions were passed by way of a poll with the following table summarising votes received:
| Resolution | Votes for | Votes against | Approval | Votes Withheld |
|
| Shares | Shares | % | Shares |
| Ordinary Resolutions | ||||
| 1. To authorise the Company to enter into the Acquisition Agreement | 38,866,231 | 0 | 100 | 0 |
| 2. To approve the Rule 9 Waiver granted by the Panel | 22,229,286 | 0 | 100 | 0 |
| 3. To authorise the Directors to issue the New Ordinary Shares, the New Warrants, together with the Existing Warrants, the Deferred Consideration Shares, the Share Options and the shares to be issued pursuant to the Option Agreement | 38,866,231 | 0 | 100 | 0 |
| 4. To authorise the Directors to allot further equity securities | 38,866,231 | 0 | 100 | 0 |
| Special Resolutions | ||||
| 5. To authorise the Directors to allot the New Warrants, together with the Existing Warrants, the Deferred Consideration Shares, the Share Options and the shares to be issued pursuant to the Option Agreement otherwise than on a pre-emptive basis to shareholders | 38,866,231 | 0 | 100 | 0 |
| 6. To authorise the Directors to allot the equity securities otherwise than on a pre-emptive basis to shareholders | 38,866,231 | 0 | 100 | 0 |
The number of Existing Ordinary Shares in issue at the time of the General Meeting on 26 March 2025 was 44,520,000. A vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes 'for' or 'against' a resolution. Existing Shareholders in the Company who participated in the Fundraise or who will receive CLN Conversion Shares were not permitted to vote on resolution 2.
Rule 9 Waiver
The Concert Party will have, upon Admission, an interest in 35.65 per cent. of the Enlarged Ordinary Share Capital. In addition, assuming the potential issue of the Director Fee Shares and the exercise by the Concert Party of the CLN Warrants, the Share Options and the Switch Warrants, in each case as to which they are interested (and assuming no other Ordinary Shares are issued and Switch Mauritius does not distribute the Consideration Shares or Switch Warrants to its underlying shareholders) the maximum interest, in aggregate, of the Concert Party would be 54,027,804 Ordinary Shares, representing approximately 41.58 per cent. of the then enlarged voting rights of the Company.
Change of name
The Company's change of name to "Switch Metals Plc" and change of ticker symbol to "SWT" will take place once Companies House has issued a new certificate of incorporation reflecting the change of name. The change of name is expected to become effective ahead of admission to trading on AIM and the Company will make a further announcement following the completion of the change of name.
The same definitions apply throughout this announcement, unless the context requires otherwise, as applied in the Admission Document, published on 6 March 2025, and which is available to view ahead of Admission on the Company's website, www.oneiro.energy and from Admission at www.switchmetals.com.
| For further information please contact:
|
| Oneiro Energy plc Andy Yeo, Non-Executive Chairman c/o IFC Advisory Tel: +44 (0) 20 3934 6630
|
| Allenby Capital Limited (Financial Adviser & Joint Broker) Corporate Finance: Nick Harriss / James Reeve / Lauren Wright Sales: Kelly Gardiner / Matt Butlin Tel: +44 (0) 20 3328 5656
|
| OAK Securities (Joint Broker) Jerry Keen, Head of Corporate Broking (jerry.keen@oak-securities.com) Henry Clarke, Head of Sales (henry.clarke@oak-securities.com) Tel. +44 (0)20 3973 3678
|
| IFC Advisory Limited (Financial PR and IR) Tim Metcalfe / Florence Staton Tel: +44 (0)20 3934 6630
|
| OAK Securities is a trading name of Merlin Partners LLP. Merlin Partners LLP is authorised and regulated by the Financial Conduct Authority (Reference Number: 449191). Merlin Partners LLP is registered in England and Wales (Registered Partnership Number: OC317265). |
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