25 Jun 2019 14:01
Correction: The announcement at 11.50 a.m. today had a typographical error stating the time of the number of shares held by SKH as 424,048,345, this has been corrected to 424,212,126.
For immediate release
25 June 2019
7digital Group plc
Result of General Meeting and update
Result of the General Meeting
7digital Group plc (AIM: 7DIG) ("7digital" or the "Company") announces that following the General Meeting held earlier today, the Resolutions required to implement the Subscription and the Debt for Equity Swap, which were each held on a poll, were duly passed by the requisite majorities. In addition, while Resolution 6 was passed, Resolution 7 was not.
The number of proxies received in respect of the Resolutions were as follows:
Resolution | Total votes for | % | Total votes against | % | Total votes cast | % | Votes withheld | |
1. | To approve the Rule 9 Panel Waiver | 108,938,588 | 99.99 | 14,963 | 0.01 | 108,953,551 | 25.96% | 7,637 |
2. | To approve the Sub-Division | 108,938,598 | 99.99 | 14,723 | 0.01 | 108,953,321 | 25.96% | 7,867 |
3. | To approve the adoption of the New Articles | 108,938,425 | 99.99 | 14,733 | 0.01 | 108,953,158 | 25.96% | 8,030 |
4. | To authorise the Directors to allot the New Ordinary Shares in connection with the Subscription and the Debt for Equity Swap | 108,938,588 | 99.99 | 14,963 | 0.01 | 108,953,551 | 25.96% | 7,637 |
5. | To disapply statutory pre-emption rights in relation to the issue of the New Ordinary Shares for cash in connection with the Subscription and the Debt for Equity Swap | 108,938,588 | 99.99 | 14,963 | 0.01 | 108,953,551 | 25.96% | 7,637 |
6. | To authorise the Directors to allot relevant securities up to an aggregate nominal amount of £300,000 | 60,699,633 | 55.71 | 48,253,688 | 44.29 | 108,953,321 | 25.96% | 7,867 |
7. | To disapply statutory pre-emption rights in relation to the allotment of equity securities for cash up to an aggregate nominal amount of £300,000 | 60,699,633 | 55.71 | 48,253,688 | 44.29 | 108,953,321 | 25.96% | 7,867 |
Notes
1. Any proxy appointments which gave discretion to the Chairman have been included in the "Total votes for" total.
2. A "Vote Withheld" is not a valid vote in law and was not counted in the calculation of the proportion of the votes "For" or "Against" a resolution.
The Subscription and the Debt for Equity Swap remain conditional upon Admission which is expected to become effective at 8.00 a.m. on 26 June 2019.
On Admission, the interests of the members of the Concert Party in Ordinary Shares will be:
Concert Party member | Number of Ordinary Shares | Percentage of Enlarged Share Capital (%) |
Magic | 542,836,219 | 39.1 |
SKH | 424,212,126 | 30.6 |
Total | 967,048,345 | 69.7 |
Total voting rights
Following Admission, the total number of ordinary shares of 0.01 pence each ("Ordinary Shares") in issue with voting rights will be 1,386,670,834 Ordinary Shares and Shareholders may use this figure as the denominator for the calculations by which they will determine if they are required to notify their interest in, or change to their interest in, the share capital of the Company under the FCA's Disclosure Guidance and Transparency Rules.
Consequences of Resolution 7 not being passed
As set out in the Circular, the Company currently believe that it still needs to raise Additional Funds of at least £4.5 million by 31 July 2019, failing which it is highly likely that the Company would need to be placed into administration. The failure of the Resolution numbered 7 to be passed by Shareholders at the General Meeting therefore creates greater execution risk for any subsequent equity raise (a "Follow-on Financing") by the Company since further shareholder approval would be required in order to implement this. Clearly, the Directors are extremely disappointed with this unsatisfactory outcome and therefore intend to engage with the relevant Shareholders, where possible, with a view to securing their support for a Follow-on Financing.
Board changes
As set out in the Circular (as defined below), each of Don Cruickshank and Eric Cohen will step down as directors of the Company with effect from Admission.
The Company has now agreed that at the request of the Proposed Directors, Tamir Koch and David Lazarus, they will now be appointed to the Board following the publication of the Company's annual accounts for the year ended 31 December 2018 and not on Admission as stated in the Circular. Accordingly, until such time, Mark Foster has agreed to act as interim Chairman of the Company.
Definitions
Capitalised terms used but not otherwise defined in this announcement shall have the same meanings given to them in the Company's circular to Shareholders published on 7 June 2019 (the "Circular").
Enquiries:
7digital | 020 7099 7777 |
John Aalbers, CEO | |
Julia Hubbard, CFO Holly Ashmore, PR Manager | |
Arden Partners (nominated adviser and broker) |
020 7614 5900 |
Ruari McGirr/Tom Price/ Benjamin Cryer - Corporate Finance | |
Fraser Marshall - Equity Sales |