NOT
FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART,
DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION IN WHICH
SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL.
24 June 2024
SysGroup
plc
("SysGroup", the
"Group", or the
"Company")
Result of General Meeting and
Total Voting Rights
SysGroup (AIM:SYS),
the technology partner for delivery and management
of cloud, data and security services to power Artificial
Intelligence and Machine Learning transformation, is pleased to announce that, at the General Meeting held
earlier today, all resolutions set out in the notice of General
Meeting contained in the Circular dated 6 June 2024 were duly
passed.
Capitalised terms used but not
otherwise defined in this announcement shall have the meanings
given to them in the Company's announcement made at 5:11 p.m. on 6
June 2024, unless the context requires otherwise.
Result of the
Meeting
Details of the results of the voting
at the General Meeting, including the number of proxy votes for and
against each of the resolutions proposed, and the number of proxy
votes withheld, are set out below. Resolutions 1, 3, 5 and 6 were
proposed and passed as ordinary resolutions and resolutions 2 and 4
were proposed and passed as special resolutions.
|
|
For
|
Against
|
Withheld
|
|
Votes
|
% of
votes cast
|
Votes
|
% of
votes cast
|
Votes
|
|
1. To authorise the allotment of
Shares pursuant to the Fundraising
|
36,947,561
|
99.77
|
85,700
|
0.23
|
7,748
|
|
2. To authorise the disapplication
of pre-emption rights under the authority given by Resolution
1
|
36,947,561
|
99.77
|
85,700
|
0.23
|
7,748
|
|
3. To authorise the Directors to
allot additional shares in the Company pursuant to section 551 of
the Companies Act 2006
|
37,032,332
|
100.00
|
929
|
0.00
|
7,748
|
|
4. To authorise the disapplication
of pre-emption rights under the authority given by Resolution
3
|
37,032,332
|
100.00
|
929
|
0.00
|
7,748
|
|
5. To approve the rules and
authorise the directors to adopt and implement the VCP
|
37,032,332
|
100.00
|
929
|
0.00
|
7,748
|
|
6. To approve the rules and
authorise the directors to adopt and implement the PSP
|
37,032,332
|
100.00
|
929
|
0.00
|
7,748
|
The total number of proxy votes
received were 37,033,261. 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. There were no votes received
giving discretion to the Chairman.
The passing of the Resolutions is
one of the conditions to completion of the Fundraising, and as a
result of the votes cast in their favour, that particular condition
has been satisfied. Completion of the Fundraising remains
conditional upon Admission, which is expected to occur on 26 June
2024.
Admission and Total Voting
Rights
Application will be made to
the London Stock Exchange for admission of the 34,019,007
New Ordinary Shares to trading on AIM ("Admission"). It is expected that
Admission will become effective and dealings in the New Ordinary
Shares will commence at 8.00 a.m. on 26 June 2024.
Following the Admission, the
Company's issued ordinary share capital will comprise 85,515,091
Ordinary Shares, of which 2,561,394 are held in treasury.
Therefore, the number of Total Voting Rights in the Company will be
82,953,697, and this 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 voting rights of the Company under the FCA's
Disclosure Guidance and Transparency Rules.
Director and PDMR
Shareholdings
Following completion of the
Fundraising including the Retail Offer, the following Directors and
PDMRs are interested in the following:
|
Director / PDMR
|
Position
|
Existing beneficial interest in Ordinary
Shares
|
% of current share capital
|
New Ordinary Shares subscribed for
|
Ordinary Shares after Fundraise
|
% of Enlarged Share Capital
|
|
Heejae Chae
|
Executive Chairman
|
6,950,000
|
14.2
|
757,575
|
7,707,575
|
9.3
|
|
Owen Phillips
|
Chief Finance Officer
|
-
|
-
|
60,606
|
60,606
|
0.1
|
|
Paul Edwards
|
Non-Executive Director
|
-
|
-
|
151,515
|
151,515
|
0.2
|
|
Mike Fletcher1
|
Non-Executive Director
|
77,193
|
0.2
|
45,454
|
122,647
|
0.1
|
|
Mark Reilly
|
Non-Executive Director
|
-
|
-
|
45,454
|
45,454
|
0.1
|
|
Davin Cushman
|
Non-Executive Director
|
-
|
-
|
303,030
|
303,030
|
0.4
|
|
Wendy Baker2
|
Company Secretary
|
-
|
-
|
181,818
|
181,818
|
0.2
|
1 Shares will be
registered through Colston Trustees Limited
2 Shares will be
registered in the name of Wendy Baker & Organon Pension
Trustees Limited as Trustees of the Organon SIPP re W
Baker
|
For
further information, please contact:
|
|
|
|
|
|
SysGroup plc
|
Tel: 0333
101 9000
|
|
Heejae Chae, Executive
Chairman
|
|
|
Owen Phillips, Chief Financial
Officer
|
|
|
|
|
|
Zeus (Nominated Adviser and
Broker)
|
Tel: 0161
831 1512
|
|
Jordan Warburton
|
|
|
Nick Cowles
|
|
|
Alex Campbell-Harris
|
|
|
Nick Searle
|
|