13 Jan 2021 13:15
13 January 2021
Octagonal PLC
(the "Company")
Results of the Annual General Meeting & Corporate Update
Further to the Shareholder Circular posted to Shareholders on 17 December 2020 seeking, amongst other matters, Shareholder approval to cancel the admission of the Company's share capital to trading on AIM, the Company announced at the Annual General Meeting held today, all resolutions were passed.
In accordance with the COVID-related procedures for the Annual General Meeting, each resolution was taken on a poll with the results as set out below:
Resolutions approved:
1. To cancel the admission of the Company's share capital to trading on AIM.
2. To re-register the Company as a private limited company with the name Octagonal Limited.
3. To adopt new articles of association of the Company appropriate for a private limited company.
4. To adopt the Company's annual accounts for the year ended 31 March 2020.
5. To reappoint PKF Littlejohn LLP as the auditors of the Company.
6. To reappoint Nilesh Jagatia as a director of the Company who is required to retire by rotation in accordance with the Articles of Association of the Company.
7. To grant the directors authority to allot shares in the Company or grant rights to subscribe for or to convert any security into shares up to an aggregate nominal amount of £100,000.
8. To authorise the directors to allot equity securities as though section 561(1) of the Companies Act 2006 does not apply to such allotment, for cash, up to an aggregate nominal amount of £100,000.
9. To authorise the Company to make one or more market purchases of ordinary shares in the Company, up to a maximum of 28,428,844 shares and a minimum price of 1p per share.
Results of the Annual General Meeting:
Resolution | For | Against | Discretion to Chairman | Withheld | Total votes | Result and % of votes |
01 | 397,575,313 | 33,442,026 | 206 | 700,000 | 431,717,545 | Pass with 92.1 % in favour |
02 | 399,654,713 | 30,816,169 | 206 | 835,313 | 431,306,401 | Pass with 92.7 % in favour |
03 | 399,652,565 | 30,710,181 | 206 | 837,461 | 431,200,413 | Pass with 92.7 % in favour |
04 | 408,271,607 | 12,451,528 | 206 | 1,177,130 | 421,900,471 | Pass with 96.8 % in favour |
05 | 408,890,686 | 11,371,994 | 206 | 937,585 | 421,200,471 | Pass with 97.1 % in favour |
06 | 400,653,560 | 19,787,400 | 206 | 1,459,305 | 421,900,471 | Pass with 95.0 % in favour |
07 | 404,633,328 | 15,346,283 | 206 | 940,642 | 420,920,459 | Pass with 96.1 % in favour |
08 | 404,839,316 | 15,140,295 | 206 | 940,642 | 420,920,459 | Pass with 96.2 % in favour |
09 | 408,441,189 | 12,521,491 | 206 | 937,585 | 421,900,471 | Pass with 96.8 % in favour |
Cancellation of its Ordinary Shares trading on AIM
As the relevant resolutions were passed, the expected date of cancellation of the Company's share capital to trading on AIM is 21st January 2021. The Company's shares remain suspended.
Other matters
Separately, the Company's wholly owned subsidiary GIS (alongside the Company's Chairman, who is also a party to the complaint) continues to consult with its attorneys regarding the SEC complaint.
The Board commented:
"The Board would like to thank Shareholders for their overwhelming support. As previously stated, we intend to implement a matched bargain facility for trading in our shares post our re-registration as a private limited company and we will release more details of that in due course. The Company is optimistic about this new stage and about the new business initiatives that Global Investment Strategy UK Limited's management have already put in place."
This announcement contains inside information for the purposes of Article 7 of Regulation (EU) 596/2014.
For further information please visit www.octagonalplc.com or contact:
Octagonal Plc | +44 (0) 20 7048 9400 |
John Gunn, Chairman |
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Beaumont Cornish (Nominated Adviser and Broker) James Biddle / Roland Cornish | +44 (0) 20 7628 3396 |