Company Announcements

Result of General Meeting and Total Voting Rights

Source: RNS
RNS Number : 6529T
SysGroup PLC
24 June 2024
 

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


 

 

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