NOT
FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART,
DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO
DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF SUCH JURISDICTION.
FOR
IMMEDIATE RELEASE
22 April
2024
Pinewood
Technologies Group PLC ("Pinewood" or the "Company")
Result of
General Meeting
The Board of Pinewood is pleased to
announce that at the general meeting of the Company held earlier
today (the "General Meeting") to consider resolutions to approve
the Special Dividend, the Share Consolidation and certain related
matters, each of the resolutions were duly passed.
Resolutions 1 and 2 were passed as
ordinary resolutions and resolutions 3, 4 and 5 were passed as
special resolutions. Full details of the resolutions are set out in
Pinewood's explanatory circular to shareholders, dated 5 April 2024
(the "Circular").
The table below sets out the results
of the polls at the General Meeting, including the number of votes
for and against the resolutions, and the number of votes
withheld:
Resolution
|
Votes for
|
% of
votes cast
|
Votes
against
|
% of
votes cast
|
Total
votes*
|
% of
issued share capital voted
|
Votes
withheld
|
1.
|
To approve the Special Dividend and
the Share Consolidation
|
950,108,999
|
100.00%
|
28,200
|
0.00%
|
950,137,199
|
54.53%
|
0
|
2.
|
To authorise the directors to allot
shares in the Company
|
949,488,938
|
99.93%
|
648,261
|
0.07%
|
950,137,199
|
54.53%
|
0
|
3.
|
To authorise the directors to
disapply rights of pre-emption when allotting shares in connection
with a pre-emptive offer
|
920,634,558
|
96.90%
|
29,487,641
|
3.10%
|
950,122,199
|
54.53%
|
15,000
|
4.
|
To authorise the directors to
disapply rights of pre-emption when allotting shares in connection
with an acquisition or specified capital investment
|
920,793,901
|
96.92%
|
29,288,530
|
3.08%
|
950,082,431
|
54.53%
|
54,768
|
5.
|
To authorise the Company to make
market purchases of its shares
|
948,611,645
|
100.00%
|
25,054
|
0.00%
|
948,636,699
|
54.45%
|
1,500,500
|
*Please note the total votes do not
include the votes withheld.
At the voting record time the
Company had 1,742,312,440 ordinary shares in issue. The voting
rights attached to the ordinary shares are on the basis of one vote
per share, representing total voting rights of 1,742,312,440. There
are no shares held in treasury.
As part of the Share Consolidation,
the Existing Ordinary Shares will be consolidated such that
Shareholders will receive 1 New Ordinary Share in substitution for
every 20 Existing Ordinary Shares held. Accordingly, it is expected
that 87,115,622 ordinary shares of £1.00 each in the capital of the
Company will be admitted to trading and dealings will commence on
the London Stock Exchange at 8:00 a.m. tomorrow.
In accordance with Listing Rule
9.6.2, the full text of the resolutions passed at the General
Meeting has been submitted to the National Storage Mechanism and
will shortly be available for inspection at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
The results will also be made available for viewing on Pinewood's
website at https://investor.pinewoodtech.com/.
Capitalised terms used but not
otherwise defined in this announcement have the same meaning given
to them in the Circular.
Enquiries:
Jefferies International Limited (Financial Adviser and Joint
Corporate Broker)
|
+44 (0) 20 7029 8000
|
Philip Noblet
|
|
Thomas Bective
|
|
Jordan Cameron
|
|
|
|
Headland Consultancy (PR &
Communications)
|
+44 (0) 20 3805 4822
|
Henry Wallers
|
|
Jack Gault
|
|
IMPORTANT
NOTICE
Jefferies International Limited
("Jefferies"), which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority, is acting solely
for the Company, and for no-one else, as broker in connection with
the matters referred to in this announcement and will not be
responsible to anyone other than the Company for providing the
protections afforded to its clients or for providing advice to any
other person in relation to the content of this announcement or any
other matters described in this announcement. To the fullest extent
permitted by law, neither Jefferies nor any of its affiliates
assumes any responsibility whatsoever for or makes any
representation or warranty express or implied, in relation to the
contents of this announcement, including its accuracy, completeness
or verification or for any other statement made or purported to be
made by it, or on its behalf and nothing contained in this
announcement is, or shall be, relied upon as a promise or
representation in this respect whether as to the past, present or
future, in connection with the Company, the Group, or the matters
referred to in this announcement. Jefferies and its affiliates
accordingly disclaims to the fullest extent permitted by law all
and any duty, responsibility and liability whether arising in tort,
contract or otherwise which it might otherwise be found to have in
respect of this announcement or any such statement or
otherwise.
This announcement is not intended
to, and does not constitute, or form part of, any offer to sell or
an invitation to purchase or subscribe for any securities in any
jurisdiction.
This announcement has been
prepared for the purpose of complying with the applicable law and
regulation of the United Kingdom and information
disclosed may not be the same as that which would have been
disclosed if this announcement has been prepared in accordance with
the laws and regulations of jurisdictions outside the United
Kingdom.