Stilo International PLC Result of General Meeting (1650O)

TIDMSTL

RNS Number : 1650O

Stilo International PLC

30 September 2019

Stilo International Plc

(the "Company")

Result of General Meeting

The General Meeting of Stilo International plc was held at the offices of RSM UK Audit LLP, 25 Farringdon Street, London EC4A 4AB on 30 September 2019 at 11:00 a.m.

All four resolutions put to members were passed. Resolutions 1 and 2 were passed as ordinary resolutions and resolutions 3 and 4 were passed as special resolutions.

The number of votes lodged by proxy for and against each of the resolutions proposed, and the number of votes withheld was as follows:

 
 Resolution                         Votes for      %        Votes      %       Chairman's    %       Votes withheld 
                                                             against            Discretion 
 Resolution 1 (Ordinary) 
  To approve the Brewin 
  Nominees Purchase 
  Contracts and to 
  authorise the Company 
  to make off market 
  purchases                           12,221,300   99.89%     11,022   0.09%       2,852     0.02%     15,265,359 
                                   -------------  -------  ---------  ------  ------------  ------  --------------- 
 Resolution 2 (Ordinary) 
  To approve the Purchase 
  Contract and to authorise 
  the Company to make 
  off market purchases                27,486,659   99.95%     11,022   0.04%       2,852     0.01%         0 
                                   -------------  -------  ---------  ------  ------------  ------  --------------- 
 Resolution 3 (Special) 
  To approve cancellation 
  of the AIM Listing 
  for the Ordinary 
  Shares                              27,486,659   99.95%     11,022   0.04%       2,852     0.01%         0 
                                   -------------  -------  ---------  ------  ------------  ------  --------------- 
 Resolution 4 (Special) 
  To approve the re-registration 
  of the Company as 
  a private limited 
  company and to adopt 
  new articles of association         27,486,659   99.95%     11,022   0.04%       2,852     0.01%         0 
                                   -------------  -------  ---------  ------  ------------  ------  ---------------

Shareholders are entitled to one vote per share. Votes withheld are not votes in law and so have not been included in the calculation of the proportion of votes for and against a resolution.

As a result of the approval of the resolutions:

-- the cancellation of the admission to trading of the Ordinary Shares on AIM (the "De-Listing") will take effect from 8:00 a.m. on 8 October 2019;

-- the buyback ("Buyback") of 15,265,359 Ordinary Shares in aggregate from Brewin Nominees Limited, BDS Nominees Limited and Giltspur Nominees Limited at 1 pence per Ordinary Share will complete on 3 October 2019;

-- the tender offer, the result of which was announced on 16 September 2019, will complete on 3 October 2019 (the "Tender Offer");

   --      the Current Articles have been replaced by the New Articles; and

-- the re-registration of the Company as a private limited company (the "Re-registration") is expected to take place by 29 October 2019.

Total Voting Rights

Following completion of the Tender Offer and the Buyback, whereby 15,776,069 shares will be cancelled, the Company's issued share capital will comprise 98,154,401 Ordinary Shares with voting rights. The figure of 98,154,401 Ordinary Shares may therefore be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, the share capital of the Company under the FCA's Disclosure Guidance and Transparency Rules.

Capitalised terms in this announcement (unless otherwise defined) have the same meanings as set out in the Circular dated 23 August 2019.

For further information please contact:

 
Stilo International plc 
Les Burnham, Chief Executive            T +44 (0)1793 441444 
 
SPARK Advisory Partners Ltd (Nominated 
 Adviser) 
Neil Baldwin                            T +44 (0) 203 368 3554 
 Mark Brady                              T +44 (0) 203 368 3551 
 
SI Capital Ltd (Broker) 
Nick Emerson                             T +44 (0) 1483 413500

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.

END

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September 30, 2019 07:15 ET (11:15 GMT)

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