Last checked at 1 Jun 2021 11:59
1 June 2021
Gresham Technologies plc
Publication of Shareholder Circular and Notice of General Meeting
Gresham Technologies plc (LSE: "GHT", "Gresham", "Company"), the leading software and services company that specialises in providing solutions for data integrity and control, banking integration, payments and cash management, provides a further update to the Company's announcement on 28 May 2021 of the Proposed Acquisition, Placing and Retail Offer.
As announced on 28 May 2021, the Acquisition is a Class 1 transaction under the Listing Rules. Accordingly, the Acquisition, Placing and Retail Offer are each conditional on the approval of Shareholders at a General Meeting.
The Company announces today that the Financial Conduct Authority has approved the Shareholder Circular dated 1 June 2021.
Gresham shareholders who have elected for printed shareholder documents will shortly receive a hard copy of the Shareholder Circular and Form of Proxy. Other Gresham shareholders will be sent notification, either in hard copy or by email, that the Shareholder Circular is available online.
As set out in the Shareholder Circular, a General Meeting will be held at the Company's registered office at Aldermary House, 10-15 Queen Street, London EC4N 1TX at 10:00 a.m. on 21 June 2021 to allow Gresham shareholders to vote on the resolutions required to approve and implement the Acquisition, Placing and Retail Offer.
The Board's preference had been to welcome Shareholders in person to the General Meeting, particularly given the constraints faced in 2020 and again this year due to the COVID-19 pandemic. However at present, under the UK Government's four-step roadmap to lifting lockdown restrictions, there can be no certainty as to the number of people who will be able to attend and it is accordingly proposed to hold the General Meeting as a combined physical and electronic meeting. Shareholders are strongly encouraged to appoint the Chair of the General Meeting (rather than their own choice of person) as their proxy with their voting instructions and are requested not to attend the Company's offices for the General Meeting in person but, instead, to participate using the online Investor Meet Company ("IMC") platform. Shareholders who are not already registered to the IMC platform will need to register with IMC, for which there is no charge, and add "to meet" Gresham Technologies plc to register attendance, using the link: https://investormeetcompany.com/gresham-technologies-plc/register-investor. Advance registration to attend the meeting is required. Shareholders who have already registered to the IMC platform will be able to add to meet the Company to register attendance at the General Meeting.
The Company is taking these precautionary measures to safeguard Shareholders' and its employees' health and to enable the General Meeting to comply with current law and UK Government guidelines. The Company will keep the practicalities of the location, date and format of the General Meeting under close review and it is possible these may change at short notice. Any such changes will be announced via a RIS and on the Company's website. Shareholders are accordingly strongly recommended to monitor all Company announcements carefully.
A copy of the Shareholder Circular has been submitted to the National Storage Mechanism and will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism. The Shareholder Circular will also shortly be available on the Company's website at https://www.greshamtech.com/invest-in-us.
Save as otherwise defined, capitalised terms used in this announcement have the meanings given to them in the Proposed Acquisition, Placing and Retail Offer announcement released by the Company on 28 May 2021.
The person responsible for making this announcement on behalf of the Company is Jonathan Cathie, Company Secretary.
Enquiries
Gresham Technologies plc | +44 (0) 207 653 0200 |
Ian Manocha |
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Tom Mullan |
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N+1 Singer (Financial Adviser and Broker) | +44 (0) 207 496 3000 |
Shaun Dobson / Tom Salvesen / Jen Boorer / Iqra Amin |
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Note to editors
Gresham Technologies plc is a leading software and services company that specialises in providing real-time solutions for data integrity and control, banking integration, payments and cash management. Listed on the main market of the London Stock Exchange (GHT.L) and headquartered in the City of London, its customers include some of the world's largest financial institutions and corporates, all of whom are served locally from offices located in the UK, Europe, North America and Asia Pacific.
Gresham's award-winning Clareti software platform is a highly flexible and scalable platform, available on-site or in the cloud, designed to address today's most challenging financial control, risk management, data governance and regulatory compliance problems. Learn more at www.greshamtech.com.
Expected Timetable of Events
| 2021 |
Publication and posting of the Shareholder Circular, the Notice of General Meeting and the Form of Proxy to Shareholders | 1 June |
Latest time and date for receipt of proxy votes and CREST Proxy Instructions | 10:00 a.m. on 17 June |
General Meeting | 10:00 a.m. on 21 June |
Expected date of completion of the Acquisition (subject to the conditions thereto being satisfied or (where permitted) waived) | 22 June |
Expected date of Admission and commencement of dealings in the Placing Shares and Retail Offer Shares | 8:00 a.m. on 22 June |
CREST accounts credited with Placing Shares and Retail Offer Shares | 22 June |
Expected date by which any definitive share certificates for the Placing Shares and Retail Offer Shares are to be despatched | 29 June |
Each of the dates and times set out in the timetable above are based on current expectations, provided by way of indicative guidance and are subject to change.