7 May 2021 10:35
7 May 2021
Catena Group plc
("Catena" or the "Company")
Results of General Meeting, Admission of Ordinary Shares, Change of Company name
and
Total Voting Rights
Catena Group plc, announces that at its General Meeting held earlier today, all resolutions were duly passed.
Resolutions 1 to 6 and Resolution 9 below were proposed as ordinary resolutions whilst Resolutions 7 and 8 were proposed as special resolutions. The authority granted by Resolutions 6 and 7 below will expire on 7 May 2022 or, if earlier, at the conclusion of the Company's next annual general meeting.
RESOLUTIONS | NO. OF VOTES FOR | % OF VOTES CAST (EXCLUDING VOTES WITHHELD) | NO. OF VOTES AGAINST | % OF VOTES CAST (EXCLUDING VOTES WITHHELD) | TOTAL VOTES CAST (EXCLUDING VOTES WITHHELD) | NO. OF VOTES WITHHELD |
ORDINARY RESOLUTIONS | ||||||
1) To approve the Rule 9 waiver granted by the Panel | 8,771,242 | 100% | 0 | 0% | 8,771,242 | 140,020 |
2) To approve the Acquisition | 8,911,262 | 100% | 0 | 0% | 8,911,262 | 0 |
3) To appoint Steven Cracknell as a director of the Company | 8,910,862 | 100% | 400 | 0% | 8,911,262 | 0 |
4) To appoint Warren Pearson as a director of the Company | 8,910,862 | 100% | 400 | 0% | 8,911,262 | 0 |
5) To appoint Peter Rutter as a director of the Company | 8,910,862 | 100% | 400 | 0% | 8,911,262 | 0 |
6) To authorise the Directors to allot the Consideration Shares, Placing Shares and Adviser Warrants*
| 8,911,262 | 100% | 0 | 0% | 8,911,262 | 0 |
SPECIAL RESOLUTIONS | ||||||
7) Pursuant to sections 570 and 571 of the Act, to allot new Ordinary Shares for cash up to a maximum aggregate nominal value of £548,803.43 ** | 8,910,812 | 100% | 450 | 0% | 8,911,262 | 0 |
8) Change the Company name to Insig AI plc | 8,910,862 | 100% | 400 | 0% | 8,911,262 | 0 |
ORDINARY RESOLUTION | ||||||
9) To authorise the Company to make payments for loss of office to David Hillel, John Zucker and David Coldbeck | 7,357,806 | 100% | 4087 | 0% | 7,361,893 | 1,549,369 |
* In total up to a maximum aggregate nominal value of £548,803.43 (representing approximately 55.63 per cent. of the Enlarged Share Capital) in each case in accordance with section 551 of the Act
** (representing approximately 55.63 per cent. of the Enlarged Share Capital) on a non pre-emptive basis provided that this power shall be limited to: (i) the allotment of the Consideration Shares; (ii) the allotment of new Ordinary Shares in connection with the Placing; (iii) the allotment of new Ordinary Shares in connection with the Adviser Warrants; and (iv) the allotment of the Convertible Loan Note Shares
Admission
The Company has applied to the London Stock Exchange for the following Ordinary Shares to be admitted to trading on AIM. It is expected that Admission will occur at 8.00 a.m. on 10 May 2021.
Placing Shares | 9,172,375 |
Consideration Shares | 44,819,161 |
Convertible Loan Note Shares | 2,000,000 |
Total Voting Rights
Following the issue of the new Ordinary Shares, the Company will have 98,653,174 Ordinary Shares in issue, none of which will be held in treasury. Accordingly, the total number of voting rights in the Company will be 98,653,174 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 a change to their interest in, the Company under the FCA's Disclosure Guidance and Transparency Rules.
Change of Name
Following the passing of Resolution 8 the change of the Company's name to Insig AI plc has become effective. Application will also be made for a change of TIDM to INSG which is expected to become effective at 8.00 a.m. on Monday 10 May. The Company's website address will be updated to the following: www.insg.ai effective 7.00 a.m. on Monday 10 May. All information pursuant to AIM Rule 26 will be available at this new website address.
Defined terms within this announcement shall have the meaning ascribed to them in the Company's Admission Document dated 21 April 2021.
For further information, please visit www.catenagroup.co.uk or contact:
Catena Group plc Matthew Farnum-Schneider, Chief Executive
| +44 (0)20 3744 0900 |
Zeus Capital Limited (Nominated Adviser & Broker) David Foreman / Rishi Majithia / James Hornigold
| +44 (0) 203 829 5000 |
SEC Newgate (Financial PR) Robin Tozer / Tom Carnegie
| +44 (0) 7540 106 366 catena@secnewgate.co.uk |
* ENDS *