Last checked at 29 Sep 2022 16:30
29 September 2022
Chill Brands Group plc
("Chill Brands" or the "Company" or the "Group")
Result of AGM
Chill Brands Group plc (LON:CHLL) (OTCQB:CHBRF), the international consumer packaged goods company, announces that at the Company's Annual General Meeting ("AGM"), held earlier today, all resolutions put to the meeting, which were not all of those set out in the Notice of AGM, as explained below, were duly passed. Each of the resolutions put to the AGM was voted on by way of a poll.
As reported in the Notice of AGM, there has been a delay in publishing the Company's audited report and accounts for the year ended 31 March 2022, including all notes to the financial statements ("the Annual Report"). These are expected to be published tomorrow (30 September 2022), and the final results for the for the year ended 31 March 2022 announced at the same time.
As a result of the delay, the AGM was adjourned in relation to the Resolutions concerning the content of the Annual Report, to allow for the Annual Report to be sent to shareholders the required time in advance of the adjourned meeting, at which the Annual Report will be presented. The adjournment related to Resolutions 3 to 7 (inclusive) described below. The adjourned meeting will be held at the offices of Allenby Capital Limited, 5th Floor, 5 St Helen's Place, London EC3A 6AB at 3:00 p.m. on Monday, 31 October 2022. Proxies validly submitted for the meeting held today remain valid for the adjourned meeting.
Key times and dates for the adjourned meeting:
Registration deadline to attend the adjourned meeting: by 3.00 p.m. on 27 October 2022
Proxy submission deadline: by 3.00 p.m. on 27 October 2022
Adjourned meeting time and date: 3.00 p.m. on 31 October 2022
All references to times in this announcement are to London, England time.
The votes were cast as follows for the resolutions proposed at the meeting:
Resolution | For | Against | Withheld | Total votes cast | ||
* indicates special resolution | No. of votes | % | No. of votes | % | ||
1. To re‐appoint Callum Sommerton as a director of the Company. | 49,677,631 | 99.91 | 45,160 | 0.09 | 53,332 | 49,722,791 |
2. To re‐appoint Scott Thompson as a director of the Company. | 49,559,172 | 99.88 | 60,160 | 0.12 | 156,791 | 49,619,332 |
3. To receive and consider the Company's audited accounts for the year ended 31 March 2022 and reports on those accounts. | To be proposed at the adjourned meeting. | |||||
4. To approve the directors' remuneration report (excluding the directors' remuneration policy). | To be proposed at the adjourned meeting. | |||||
5. To approve the directors' remuneration policy. | To be proposed at the adjourned meeting. | |||||
6. To re‐appoint PKF Littlejohn LLP as the Company's auditors. | To be proposed at the adjourned meeting. | |||||
7. To authorise the directors to determine the remuneration of the auditors. | To be proposed at the adjourned meeting. | |||||
8. To authorise the directors to allot shares and grant rights in respect of shares. | 49,457,232 | 99.89 | 56,828 | 0.11 | 262,063 | 49,514,060 |
9.* To empower the directors to allot equity securities under the authority provided by Resolution 8 and/or sell treasury shares for cash as if statutory pre‐emption rights under the Companies Act 2006 did not apply, in connection with a proportionate offer of equity securities and in addition up to an aggregate nominal amount representing approximately 20% of the issued share capital of the Company. | 49,209,270 | 99.00 | 495,280 | 1.00 | 71,573 | 49,704,550 |
10.* To empower the directors in addition to allot equity securities under the authority provided by Resolution 8 and/or sell treasury shares for cash as if statutory pre‐emption rights under the Companies Act 2006 did not apply, for the purposes of financing (or refinancing) certain transactions up to an aggregate nominal amount representing approximately 10% of the issued share capital of the Company. | 49,209,770 | 99.00 | 494,780 | 1.00 | 71,573 | 49,704,550 |
11.* To amend the articles of association of the Company. | 49,651,973 | 99.86 | 68,368 | 0.14 | 55,782 | 49,720,341 |
12.* To authorise a general meeting of the Company, other than an annual general meeting, to be called on not less than 14 clear days' notice. | 49,691,791 | 99.94 | 31,000 | 0.06 | 53,332 | 49,722,791 |
Notes
1. All resolutions proposed were passed.
2. Proxy appointments which gave discretion to the Chairman of the AGM have been included in the "For" total for the appropriate resolution.
3. Votes "For" and "Against" any resolution are expressed as a percentage of votes validly cast for that resolution.
4. A "Vote withheld" is not a vote in law and is not counted in the calculation of the percentage of shares voted "For" or "Against" any resolution nor in the calculation of the proportion of "Total Votes Cast" for any resolution.
5. The full text of the resolutions passed at the AGM and to be proposed at the adjourned meeting can be found in the Notice of AGM which is available on the Company's website at www.chillbrandsgroup.com .
6. For further information on the arrangements regarding attendance at the adjourned meeting and proxies for the adjourned meeting, please refer to the notes to the Notice of AGM and the related proxy form which are available on the Company's website at www.chillbrandsgroup.com.
- Ends -
About Chill Brands Group
Chill Brands Group plc (LSE: CHLL, OTCQB: CHBRF) is an international company concerned with the development, production, and distribution of best-in-class hemp-derived CBD products, tobacco alternatives and other consumer packaged goods (CPG) products. The Company operates primarily in the US, where its products are distributed online and via some of the nation's most recognisable convenience retail outlets. The Group's strategy is anchored around lifestyle marketing that is designed to enhance the popularity of its products, channelling visitors to its landmark chill.com website.
Publication on website
A copy of this announcement is also available on the Group's website at:
http://www.chillbrandsgroup.com
Media enquiries:
Chill Brands Group plc contact@chillbrandsgroup.com
Allenby Capital Limited (Financial Adviser and Broker) Nick Harriss/Nick Naylor (Corporate Finance)Kelly Gardiner (Equity Sales) | +44 (0) 20 3328 5656 |