Napster Group PLC Undertakings update and posting of Circular (5761U)
03 Dezember 2021 - 5:15PM
UK Regulatory
TIDMNAPS
RNS Number : 5761U
Napster Group PLC
03 December 2021
Napster Group PLC
("NAPS" or the "Group")
Update on undertakings and posting of Circular and Notice of
General Meeting
Napster Group PLC (AIM:NAPS), a leading music company and
operator of the MelodyVR and Napster platforms, announces an update
on the undertakings to vote in favour of the Resolutions following
the issue of additional Ordinary Shares announced on 3 December
2021.
The Company has received irrevocable undertakings from
Shareholders, other than the Shareholder Directors to vote in
favour of the Resolutions, in respect of their entire holdings of
924,449,636 Existing Ordinary Shares in aggregate, representing
approximately 27.0 per cent. of the Company's issued share capital
at the date of this announcement.
In addition, the Company has received irrevocable undertakings
from the Shareholder Directors to vote in favour of the
Resolutions, in respect of their entire holdings of 633,167,326
Existing Ordinary Shares in aggregate, representing approximately
18.5 per cent. of the Company's issued share capital at the date of
this announcement.
Furthermore, it is anticipated that the 248,000,000 EBT Shares
issued under the JSOP representing approximately 7.3 per cent. of
the Company's issued share capital at the date of this announcement
will also vote in favour of the Resolutions as proposed.
Having regard to the EBT's intention to vote in favour of the
Resolutions, taken together with the irrevocable undertakings to
vote in favour of the Resolutions, the Directors believe that at
least 52.8 per cent. of the Company's issued share capital at the
date of this announcement will vote in favour of the
Resolutions.
Given this, the Directors are confident that the requisite
majority needed to approve the ordinary resolutions in relation to
the Share Consolidation and the Disposal will be achieved. In order
for Shareholders to benefit financially from the Disposal and
receive the Consideration Shares, the special resolution to approve
the Capital Reduction must be passed by more than 75 per cent. of
Shareholders.
Posting of Circular
The Company also confirms that further to the announcement on 2
December 2021 regarding, inter alia, the proposed Disposal, Share
Consolidation and intention to de-list from AIM, a Circular,
including the notice of General Meeting and a Form of Proxy, are
today being posted to Shareholders. A copy of the Circular will
shortly be available on the Company's website at:
www.napster.group.
Capitalised terms in this announcement, unless otherwise
defined, have the same meaning as will be set out in the circular
posted to Shareholders today.
For further information please contact:
Napster Group PLC email@napster.group
Anthony Matchett, Group CEO
finnCap Ltd ( Nominated Adviser and Broker) Tel: +44 (0) 20 7220
Corporate Finance: Marc Milmo, James Thompson, 0500
Milesh Hindocha
ECM: Tim Redfern, Sunila de Silva
Equitory (Investor Relations) napster@equitory.com
Clara Melia/Geoff Callow
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END
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