TIDMDGI

RNS Number : 5586G

DG Innovate PLC

19 July 2023

19 July 2023

DG Innovate plc

("DG Innovate" or the "Company")

Result of AGM,

Update on Placing and Capital Reorganisation

and

Total Voting Rights

DG Innovate (LSE: DGI), the advanced research and development company pioneering sustainable and environmentally considerate improvements to electric mobility and energy storage, announces the results of voting on the Resolutions put to its Annual General Meeting ("AGM") held earlier today. All Resolutions put to Shareholders at the meeting were duly passed on a show of hands.

The proxy votes received in respect of the resolutions at the AGM were as follows:

 
                                                  For         %      Against     %     Withheld 
   RESOLUTIONS 
 Ordinary Resolutions 
                                             =============  =====  ===========  ====  ========== 
 1. To receive the Company's annual 
  accounts for the year ended 31 
  December 2022                              3,402,762,208  99.55  15,523,158   0.45  800 
                                             =============  =====  ===========  ====  ========== 
 2. To approve the reappointment 
  of Moore Kingston Smith LLP as 
  auditors and the Directors to fix 
  their remuneration                         3,377,781,278  98.82  40,504,088   1.18  800 
                                             =============  =====  ===========  ====  ========== 
 3. To approve the Directors' remuneration 
  report                                     3,677,460,644  98.81  40,524,622   1.19  900 
                                             =============  =====  ===========  ====  ========== 
 4. To approve the Directors' remuneration 
  policy                                     3,677,460,644  98.81  40,524,622   1.19  900 
                                             =============  =====  ===========  ====  ========== 
 5. To re-elect Nicholas Tulloch 
  as a director                              3,377,761,141  99.54  15,524,255   0.46  25,000,800 
                                             =============  =====  ===========  ====  ========== 
 6. To re-elect Peter Tierney as 
  a director                                 3,377,782,569  98.82  40,502,797   1.18  800 
                                             =============  =====  ===========  ====  ========== 
 7. To re-elect John Allardyce as 
  a director                                 3,377,782,569  98.82  40,502,797   1.18  800 
                                             =============  =====  ===========  ====  ========== 
 8. To re-elect Martin Boughtwood 
  as a director                              3,402,782,569  99.55  15,502,797   0.45  800 
                                             =============  =====  ===========  ====  ========== 
 9. To re-elect Patrick Symonds 
  as a director                              3,402,782,569  99.55  15,502,797   0.45  800 
                                             =============  =====  ===========  ====  ========== 
 10. To re-elect Trevor Gabriel 
  as a director                              3,302,199,054  96.60  116,086,312  3.40  800 
                                             =============  =====  ===========  ====  ========== 
 11. That the existing ordinary 
  shares be subdivided and converted 
  into one new ordinary share and 
  one Deferred Share                         3,377,781,845  99.54  15,503,521   0.46  25,000,800 
                                             =============  =====  ===========  ====  ========== 
 12. That the Directors be authorised 
  to allot shares and grant rights 
  to subscribe for, or convert any 
  security into, shares up to an 
  aggregate nominal amount of GBP4,000,000   3,377,760,350  99.54  15,525,016   0.46  25,000,800 
                                             =============  =====  ===========  ====  ========== 
 Special Resolutions 
                                             =============  =====  ===========  ====  ========== 
 13. That the Directors be authorised 
  to allot equity securities as if 
  section 561 of the Companies Act 
  2006 did not apply in connection 
  with: (i) an offer of equity securities 
  to the holders of ordinary shares 
  in proportion to their respective 
  holdings; and (ii) the allotment 
  of equity securities up to an aggregate 
  nominal amount of GBP2,000,000             3,377,760,350  99.54  15,525,016   0.46  25,000,800 
                                             =============  =====  ===========  ====  ========== 
 14. That the Directors be authorised 
  to allot equity securities as if 
  section 561 of the Companies Act 
  2006 did not apply provided that 
  such authority shall be limited 
  to the allotment of equity securities 
  up to an aggregate nominal amount 
  of GBP2,000,000 for the purpose 
  of Fnancing an acquisition or other 
  capital investment                         3,377,760,350  99.54  15,525,016   0.46  25,000,800 
                                             =============  =====  ===========  ====  ========== 
 15. To approve the amendment of 
  the Articles of Association of 
  the Company by inserting the new 
  article entitled 'Deferred Shares'         3,402,781,278  99.55  15,504,088   0.45  800 
                                             =============  =====  ===========  ====  ========== 
 

Accordingly, the Company is pleased to confirm that as a result of obtaining Shareholder approval for the Placing and Capital Reorganisation, the Placing has raised total gross proceeds of approximately GBP517,000.

Following the passing of the resolutions at the AGM, the Capital Reorganisation by which each of the Company's each of the Existing Ordinary Shares is being subdivided into one new ordinary share of 0.01 pence each in the capital of the Company ("New Ordinary Shares") and one deferred share of 0.09 pence each in the capital ("Deferred Shares") of the Company is being effected. The New Ordinary Shares are expected to be admitted to the Official List of the FCA and to trading on the Main Market of the London Stock Exchange ("Admission") at 8.00 a.m. on 20 July 2023.

Additionally, the Company has applied for Admission for the 1,034,000,000 Placing Shares. It is expected that Admission of the Placing Shares will become effective and that unconditional dealings will commence on the Main Market of London Stock Exchange at 8.00 a.m. on 21 July 2023.

Total Voting Rights

Following the Capital Reorganisation becoming effective and upon Admission of the Placing Shares and, the total number of ordinary shares of 0.01 pence in issue will be 10,242,548,440. The Company has previously disclosed that it holds no shares in treasury. The Company corrects this previous disclosure to reflect that the Company holds 357,142 shares in treasury. Therefore the number of voting rights will be 10,242,191,298.

From Admission, the above voting rights figure may be used by Shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the ordinary share capital of the Company under the FCA's Disclosure Guidance and Transparency Rules.

Capitalised terms not otherwise defined in this announcement have the same meaning as ascribed to them in the circular to Shareholders dated 22 June 2023 and available on the Company's website at https://www.dgiplc.com/agm .

For further information please contact:

 
DG Innovate plc                                C/O IFC 
Peter Tierney, CEO 
 Jack Allardyce, CFO 
 
IFC Advisory (Financial PR & IR)               020 3934 6630 
Tim Metcalfe 
 Zach Cohen 
 
Grant Thornton UK LLP (Financial Adviser) 
 Samantha Harrison 
 Jamie Barklem 
 Ciara Donnelly                                020 7383 5100 
 
Peterhouse (Joint Broker)                      020 7469 0930 
Rose Greensmith 
 Duncan Vasey 
 Lucy Williams 
 
 WH Ireland (Joint Broker)                     020 7220 1666 
 Chris Hardie 
 
 
 

About DG Innovate

DG Innovate is an advanced research and development company pioneering sustainable and environmentally considerate improvements to electric mobility and storage, using abundant materials and the best engineering and scientific practices. DG Innovate is currently developing its products alongside a number of major manufacturers across the transportation and energy sectors, research institutions and the UK Government, and has filed 18 patents worldwide. DG Innovate's current research and development activities are broadly split into two areas, focusing on novel electric motor technologies and energy storage solutions. Its two main products are:

- Enhanced Drive Technology (EDT) - High efficiency, cost-effective electric motors + power electronics; and

- Enhanced Battery Technology (EBT) - Sodium-ion batteries offering a sustainable energy storage solution at similar/greater energy density to incumbent technologies at a lower cost, increased safety with lower environmental footprint.

Further information may be found at: https://www.dgiplc.com

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END

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July 19, 2023 10:00 ET (14:00 GMT)

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