17 Sep 2018 10:23
RNS ANNOUNCEMENT:
For immediate release
17 September 2018
Kin Group Plc ("Kin" or "the Company")
Result of General Meeting and Total Voting Rights
General Meeting
Further to the announcement on 31 August 2018 of the proposed acquisition of Bidstack Limited and Placing, Kin Group Plc is pleased to announce that at its General Meeting, held earlier today, all resolutions set out in the Notice of General Meeting were duly passed.
Resolution numbered 1 in the Notice of General Meeting, being an ordinary resolution to be voted on by the Independent Shareholders to approve the waiver by the Panel of the obligations that would otherwise arise for the Concert Party to make a general offer for the Enlarged Group under rule 9 of the Takeover Code ("Whitewash Resolution"), was passed on a poll with 1,744,886 votes of Independent Shareholders in favour and no votes against.
Consequently, the acquisition of Bidstack Limited, the Placing and the Vendor Placing can now proceed to completion and the change of the Company's name to Bidstack Group Plc can be registered at Companies House.
Completion of the Acquisition, the Placing, the Vendor Placing and Admission of the Enlarged Ordinary Share Capital to trading on AIM are expected to take place at 8.00 a.m. on 19 September 2018.
In addition the appointments of James Draper, John McIntosh and Francesco Petruzzelli to the board of the Company will take effect from Admission. The information on each of James Draper, John McIntosh and Francesco Petruzzelli required to be disclosed under Schedule Two, paragraph (g) (i)-(viii) of the AIM Rules for Companies was disclosed in the Company's announcement on 31 August 2018. There has been no change to such information.
Concert Party
In accordance with the Takeover Code, following the passing of the Whitewash Resolution at the General Meeting, on Admission members of the Concert Party will own the following numbers of shares:
Concert Party Member | Number of Ordinary Shares | % of Enlarged Ordinary Share Capital | |||||||
James Draper | 41,188,062 | 20.72% | |||||||
Francesco Petruzzelli | 7,250,000 | 3.65% | |||||||
Simon Mitchell | 9,979,298 | 5.02% | |||||||
Daniel Fabian | 5,699,478 | 2.87% | |||||||
Cristian Young | 1,953,122 | 0.98% | |||||||
Ross Bliben | 2,000,000 | 1.01% | |||||||
Nilesh Gohil | 2,000,000 | 1.01% | |||||||
Jason Colley | 2,000,000 | 1.01% | |||||||
Anita Petruzzelli | 765,962 | 0.39% | |||||||
Catalina Cruz | 72,500 | 0.04% | |||||||
Total | 72,908,422 | 36.67% | |||||||
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Total Voting Rights
Application has been made to the London Stock Exchange for 198,807,631 Ordinary Shares of 0.5p, being the Enlarged Ordinary Share Capital, to be admitted to trading on AIM and dealings in the Company's ordinary shares are expected to commence under its new name of Bidstack Group Plc (AIM: BIDS) at 8.00am on Wednesday 19 September 2017.
Following Admission, the Company's total issued share capital will comprise 198,807,631 Ordinary Shares with voting rights. 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, securities of the Company under the FCA's Disclosure and Transparency Rules.
Definitions
Defined terms used in this announcement have the meanings set out in the Admission Document dated 31 August 2018 (unless the context otherwise requires), which is available on the Company's website www.kingroupplc.com
**ENDS**
Kin Group plc Donald Stewart, Chairman Lindsay Mair, Non Executive Director John Taylor, Non Executive Director
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+44 (0) 7786 575 372 |
Spark Advisory Partners Limited (Nominated Adviser) Mark Brady / Neil Baldwin / James Keeshan
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Peterhouse Capital Limited (Broker) Eran Zucker / Lucy Williams / Duncan Vasey
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Belvedere Communications (Financial PR) Cat Valentine / Llew Angus | +44 (0) 20 3567 0515
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