Last checked at 21 Dec 2020 10:39
FOR IMMEDIATE RELEASE | 21 December 2020 |
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR IN OR INTO ANY OTHER JURISDICTION WHERE TO DO SO WOULD BREACH ANY APPLICABLE LAW OR REGULATION.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES OF CAPITAL LIMITED IN ANY JURISDICTION WHERE TO DO SO WOULD BREACH ANY APPLICABLE LAW OR REGULATION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED IN ARTICLE 7 OF THE MARKET ABUSE REGULATION NO. 596/2014. UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.
Result of General Meeting
Capital Limited ("Capital" or the "Company") announces that, at the General Meeting held earlier today, the resolutions set out in the Notice of General Meeting (the "Resolutions") contained within the circular published by the Company on 4 December 2020 (the "Circular") were duly passed without amendment by a poll.
The number of votes received on each of the Resolutions is provided below.
No. | Resolution | For | Against | Total Votes | Withheld | |||
No. of votes | % of votes cast | No. of votes | % of votes cast | No. of votes | % of Issued Share Capital1 | No. of votes2 | ||
1 | Approval of: (i) the Sukari Contract; and (ii) the Parent Company Guarantee, in each case as a Class 1 transaction for the purposes of Listing Rule 10.5.1R | 119,145,885 | 100.0% | 0 | 0 | 119,145,885 | 87.0% | 1,826 |
2 | Directors' authority to allot and issue the Placing Shares for the purposes of bye-law 6.1 of the Company's bye-laws (the "Bye-laws") | 112,760,788 | 100.0% | 0 | 0 | 112,760,788 | 82.3% | 6,386,923 |
3 | Directors' authority to allot and issue the Placing Shares for cash other than on a pre-emptive basis for the purposes of Bye-law 6.33 | 112,760,788 | 100.0% | 0 | 0 | 112,760,788 | 82.3% | 6,386,923 |
1. The number of common shares in issue on 19 December 2020 was 136,980,903. Shareholders are entitled to one vote per share.
2. A vote withheld is not a vote in law and is not counted in the calculation of the votes for or against a resolution.
3. Passed as a special resolution
Accordingly, the Placing Shares have now been allotted subject only to Admission. Applications have been made to the Financial Conduct Authority (the "FCA") and London Stock Exchange plc (the "LSE") respectively for the Placing Shares to be admitted to the premium listing segment of the Official List of the FCA and to trading on the main market for listed securities of the LSE (together, "Admission"). It is expected that Admission will become effective at 8.00 a.m. on 22 December 2020. Upon Admission the Placing will complete and the Sukari Contract will become unconditional.
Following the issue and allotment of the Placing Shares, the Company's issued share capital will consist of 188,780,903 Common Shares of USD0.0001 each. The Company does not hold any Common Shares in treasury. Therefore, the total number of voting rights in the Company will, following Admission, be 188,780,903. From Admission, this figure may be used by Shareholders as the denominator for the calculations by which they determine if they are required to notify their interest in, or a change in their interest in, the Company under the Disclosure Guidance and Transparency Rules of the Financial Conduct Authority.
Any capitalised terms used but not otherwise defined in this announcement have the meanings set out in the Circular.
In accordance with Listing Rule 9.6.2R, a copy of the Resolutions passed at the General Meeting will be submitted to the National Storage Mechanism where it will shortly be available at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism. This announcement will also be available on the Company's website at www.capdrill.com/investors.
Capital Limited +230 464 3250
Jamie Boyton, Executive Chairman investor@capdrill.com
Rick Robson, Executive - Corporate Development
André Koekemoer, Chief Financial Officer
Berenberg +44 20 3207 7800
Matthew Armitt
Jennifer Wyllie
Detlir Elezi
Tamesis Partners LLP +44 20 3882 2868
Charlie Bendon
Richard Greenfield
Buchanan +44 20 7466 5000
Bobby Morse capital@buchanan.uk.com
Kelsey Traynor
James Husband